UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

DIVISION OF CORPORAnON FINANCE

Marc S Gerber Skadden Arp~ Slate Meagher amp Flom LLP marcgerberskaddencom

Re DST Systems Inc Incoming letter dated December 202013

Dear Mr Gerber

February 4 2014

This is in response to your letters dated December 20 2013 and January 16 2014 concerning the shareholder proposal submitted to DST by the Connecticut Retirement Plans and Trust Funds We also have received a letter from the proponent dated January 102014 Copies of all of the correspondence on which this response is based will be made available on our website at httpwwwsecgovdivisionscomfinlcfshynoaction14a-8shtml For your reference a brief discussion of the Divisions informal procedures regarding shareholder proposals is also available at the same website address

Enclosure

cc Francis H Byrd State of Connecticut Office of the Treasurer francisbyrdctgov

Sincerely

MattS McNair Special Counsel

February 4 2014

Response of the Office of Chief Counsel Division of Corporation Finance

Re DST Systems Inc Incoming letter dated December 20 2013

The proposal relates to the chairman of the board

Rules 14a-8(b) and 14a-8(f) require a proponent to provide documentary support ofa claim of beneficial ownership upon request To date the proponent has not provided a statement from the record holder evidencing documentary support ofcontinuous beneficial ownership of $2000 or 1 in market value ofvoting securities for at least one year prior to submission of the proposal We note however that DST failed to adequately describe the defects in the proponents proof of ownership letters In this regard StaffLegal Bulletin No 14G (October 16 2012) indicates the staff will not grant no-action relief to a company on the basis that a proponents proofofownership does not cover the one-year period preceding and including the date the proposal is submitted unless the company provides a notice ofdefect that identifies the specific date on which the proposal was submitted and explains that the proponent must obtain a proofof ownership letter verifying continuous ownership of the requisite amount of securities for the one-year period preceding and including the submission date StaffLegal Bulletin No 14G further indicates that notices ofdefect that make no mention of the gap in the period ofownership covered by the proponents proofofownership letter do not adequately describe the defect or explain what a proponent must do to remedy the defect DSTs request for additional information from the proponent did not mention the gap in the period of ownership covered by the proponents proof of ownership letters

Based on the information provided in your request it appears that the proposal was submitted to DST on November 20 2013 and therefore the submission date was November 20 2013 We note however that the proponents proof ofownership letters did not establish continuous ownership for the one-year period preceding and including November 20 2013 the date of submission Specifically the letters covered the one-year period preceding and including November 18 20 13 rather than November 202013 Accordingly unless the proponent provides DST with documentary support verifying continuous ownership for the one-year period preceding and including November 20 2013 within seven calendar days after receiving this letter we will not

DST Systems Inc February 4 2014 Page2

recommend enforcement action to the Commission if DST omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f)

Sincerely

Erin E Martin Attorney-Advisor

DIVISION OF CORPORATiO~- FINANCE INFORMAL PROCEDURES REGARDING S~HOLDER PRQmiddotPOSALS

~e Division of Corporation Finance believes that its responsibility wit~ respect to matters arising under Rule l4a-8 [ 17 CFR24014a-8) as with other matters under the proxy itiles is to ~d those who must comply With the rule by offering informal advice and suggestions andto determine initially whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission In connection with a shareholder proposal under Rule l4a-8 the Divisionsstaff considerS th~ iriform~tion furnished to it by the Company in support of its interitiomiddotn tq exclude _the proposals from the Companys proxy materials alt well as any inform~tion furnished by the proponent ormiddot the propone~ts representative

Although Rule l4a-8(k) does not require any communications from shareholders to the middotc~Illlillssions ~the staff will always consider information concerning alleged violations of themiddot statutes a~nistered by the-Commission including argtunent as to whether or not activities propos~ to be-taken middotwould be violativemiddotofthe middotstatute or nile inv_olved The receipt by the staff ofsuch in~ormation however should not be construed as changing the staffs informal middot procedures and--proxy review into a formal or adversary procedure

It is important to note that the staffs and Commissio~s no-action responses to RUle -14a8(j) submissions reflect only infornlal views The d~ierminationsmiddotreached in these noshyaction l~tters do not ~d caimot adjudicate the ~erits of a companys positionmiddot with respect to the proposal Only acourt such a5 a US District Courtcan decide whethe~ a company is obligated

lo inclu~~ sharebolderproposals in its proxy materials Accordingly a discretionary middot determination not to reconunend or take Conunission enforcement action does not pr~cludc a prQponent or any shareholder ofa-company frotn pw-suing any rights he or shlt may have against the company inmiddotcourt should the manag~ment omit the proposal fromthe companysproxy middotmaterial

February 4 2014

Response of the Office of Chief Counsel Division of Corporation Finance

Re DST Systems Inc Incoming letter dated December 20 2013

The proposal relates to the chairman of the board

Rules 14a-8(b) and 14a-8(f) require a proponent to provide documentary support ofa claim of beneficial ownership upon request To date the proponent has not provided a statement from the record holder evidencing documentary support ofcontinuous beneficial ownership of $2000 or 1 in market value ofvoting securities for at least one year prior to submission of the proposal We note however that DST failed to adequately describe the defects in the proponents proof of ownership letters In this regard StaffLegal Bulletin No 14G (October 16 2012) indicates the staff will not grant no-action relief to a company on the basis that a proponents proofofownership does not cover the one-year period preceding and including the date the proposal is submitted unless the company provides a notice ofdefect that identifies the specific date on which the proposal was submitted and explains that the proponent must obtain a proofof ownership letter verifying continuous ownership of the requisite amount of securities for the one-year period preceding and including the submission date StaffLegal Bulletin No 14G further indicates that notices ofdefect that make no mention of the gap in the period ofownership covered by the proponents proofofownership letter do not adequately describe the defect or explain what a proponent must do to remedy the defect DSTs request for additional information from the proponent did not mention the gap in the period of ownership covered by the proponents proof of ownership letters

Based on the information provided in your request it appears that the proposal was submitted to DST on November 20 2013 and therefore the submission date was November 20 2013 We note however that the proponents proof ofownership letters did not establish continuous ownership for the one-year period preceding and including November 20 2013 the date of submission Specifically the letters covered the one-year period preceding and including November 18 20 13 rather than November 202013 Accordingly unless the proponent provides DST with documentary support verifying continuous ownership for the one-year period preceding and including November 20 2013 within seven calendar days after receiving this letter we will not

DST Systems Inc February 4 2014 Page2

recommend enforcement action to the Commission if DST omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f)

Sincerely

Erin E Martin Attorney-Advisor

DIVISION OF CORPORATiO~- FINANCE INFORMAL PROCEDURES REGARDING S~HOLDER PRQmiddotPOSALS

~e Division of Corporation Finance believes that its responsibility wit~ respect to matters arising under Rule l4a-8 [ 17 CFR24014a-8) as with other matters under the proxy itiles is to ~d those who must comply With the rule by offering informal advice and suggestions andto determine initially whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission In connection with a shareholder proposal under Rule l4a-8 the Divisionsstaff considerS th~ iriform~tion furnished to it by the Company in support of its interitiomiddotn tq exclude _the proposals from the Companys proxy materials alt well as any inform~tion furnished by the proponent ormiddot the propone~ts representative

Although Rule l4a-8(k) does not require any communications from shareholders to the middotc~Illlillssions ~the staff will always consider information concerning alleged violations of themiddot statutes a~nistered by the-Commission including argtunent as to whether or not activities propos~ to be-taken middotwould be violativemiddotofthe middotstatute or nile inv_olved The receipt by the staff ofsuch in~ormation however should not be construed as changing the staffs informal middot procedures and--proxy review into a formal or adversary procedure

It is important to note that the staffs and Commissio~s no-action responses to RUle -14a8(j) submissions reflect only infornlal views The d~ierminationsmiddotreached in these noshyaction l~tters do not ~d caimot adjudicate the ~erits of a companys positionmiddot with respect to the proposal Only acourt such a5 a US District Courtcan decide whethe~ a company is obligated

lo inclu~~ sharebolderproposals in its proxy materials Accordingly a discretionary middot determination not to reconunend or take Conunission enforcement action does not pr~cludc a prQponent or any shareholder ofa-company frotn pw-suing any rights he or shlt may have against the company inmiddotcourt should the manag~ment omit the proposal fromthe companysproxy middotmaterial

DST Systems Inc February 4 2014 Page2

recommend enforcement action to the Commission if DST omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f)

Sincerely

Erin E Martin Attorney-Advisor

DIVISION OF CORPORATiO~- FINANCE INFORMAL PROCEDURES REGARDING S~HOLDER PRQmiddotPOSALS

~e Division of Corporation Finance believes that its responsibility wit~ respect to matters arising under Rule l4a-8 [ 17 CFR24014a-8) as with other matters under the proxy itiles is to ~d those who must comply With the rule by offering informal advice and suggestions andto determine initially whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission In connection with a shareholder proposal under Rule l4a-8 the Divisionsstaff considerS th~ iriform~tion furnished to it by the Company in support of its interitiomiddotn tq exclude _the proposals from the Companys proxy materials alt well as any inform~tion furnished by the proponent ormiddot the propone~ts representative

Although Rule l4a-8(k) does not require any communications from shareholders to the middotc~Illlillssions ~the staff will always consider information concerning alleged violations of themiddot statutes a~nistered by the-Commission including argtunent as to whether or not activities propos~ to be-taken middotwould be violativemiddotofthe middotstatute or nile inv_olved The receipt by the staff ofsuch in~ormation however should not be construed as changing the staffs informal middot procedures and--proxy review into a formal or adversary procedure

It is important to note that the staffs and Commissio~s no-action responses to RUle -14a8(j) submissions reflect only infornlal views The d~ierminationsmiddotreached in these noshyaction l~tters do not ~d caimot adjudicate the ~erits of a companys positionmiddot with respect to the proposal Only acourt such a5 a US District Courtcan decide whethe~ a company is obligated

lo inclu~~ sharebolderproposals in its proxy materials Accordingly a discretionary middot determination not to reconunend or take Conunission enforcement action does not pr~cludc a prQponent or any shareholder ofa-company frotn pw-suing any rights he or shlt may have against the company inmiddotcourt should the manag~ment omit the proposal fromthe companysproxy middotmaterial

DIVISION OF CORPORATiO~- FINANCE INFORMAL PROCEDURES REGARDING S~HOLDER PRQmiddotPOSALS

~e Division of Corporation Finance believes that its responsibility wit~ respect to matters arising under Rule l4a-8 [ 17 CFR24014a-8) as with other matters under the proxy itiles is to ~d those who must comply With the rule by offering informal advice and suggestions andto determine initially whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission In connection with a shareholder proposal under Rule l4a-8 the Divisionsstaff considerS th~ iriform~tion furnished to it by the Company in support of its interitiomiddotn tq exclude _the proposals from the Companys proxy materials alt well as any inform~tion furnished by the proponent ormiddot the propone~ts representative

Although Rule l4a-8(k) does not require any communications from shareholders to the middotc~Illlillssions ~the staff will always consider information concerning alleged violations of themiddot statutes a~nistered by the-Commission including argtunent as to whether or not activities propos~ to be-taken middotwould be violativemiddotofthe middotstatute or nile inv_olved The receipt by the staff ofsuch in~ormation however should not be construed as changing the staffs informal middot procedures and--proxy review into a formal or adversary procedure

It is important to note that the staffs and Commissio~s no-action responses to RUle -14a8(j) submissions reflect only infornlal views The d~ierminationsmiddotreached in these noshyaction l~tters do not ~d caimot adjudicate the ~erits of a companys positionmiddot with respect to the proposal Only acourt such a5 a US District Courtcan decide whethe~ a company is obligated

lo inclu~~ sharebolderproposals in its proxy materials Accordingly a discretionary middot determination not to reconunend or take Conunission enforcement action does not pr~cludc a prQponent or any shareholder ofa-company frotn pw-suing any rights he or shlt may have against the company inmiddotcourt should the manag~ment omit the proposal fromthe companysproxy middotmaterial

5KADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

DIRECT CIAamp

riANIArriLIATE OrF1CES

BOSTON CHICAGO HOUSTON

lt202) 371middot7233 TEL (202) 3 71middot7000

FAX (202) 393middot5760

wwwskaddencom

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

DIRtCTfAX

(202) 661middot8280 EMAIL AIXIRpoundSS

MARCGERBERSKADDENCOM

January 16 2014

VIA EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 1 00 F Street N E Washington DC 20549

RE DST Systems Inc - 2014 Annual Meeting

Ladies and Gentlemen

Supplement to Letter dated December 202013 Relating to Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

BEIJING BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

We refer to our letter dated December 202013 (the No-Action Request) pursuant to which we requested on behalf ofDST Systems Inc a Delaware corporation (the Company) that the Staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission concur with the Companys view that the shareholder proposal and supporting statement (the Proposal) submitted by the Connecticut Retirement Plans and Trust Funds (the Proponent) may properly be omitted from the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials)

This letter is in response to the letter to the Staff dated January 10 2014 submitted by the Proponent and supplements the No-Action Request In accordance with Rule 14a-8(j) we are simultaneously sending a copy of this letter to the Proponent

I The Deficiency Letter Complied with Rule 14a-8(f) and Related Staff Guidance

The Proponent claims that the Company did not provide the Proponent with adequate notice of the Proponents eligibility deficiency However the Companys deficiency letter dated December 2 2013 (the Deficiency Letter) complied with Rule 14a-8(f)(l) and related Staff guidance Section C2 of Staff Legal Bulletin No

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 16 2014 Page2

14B (Sept 15 2004) provides that [i]fthe company cannot determine whether the shareholder satisfies the rule 14a-8 minimum ownership requirements the company should request that the shareholder provide proofofownership that satisfies the requirements of rule 14a-8 and should use language that tracks rule 14a-8(b) The Deficiency Letter requested such proof of ownership and in explaining the requirement tracked the language in Rule 14a-8(b) The Deficiency Letter also complied with the guidance in Staff Legal Bulletin No 140 (Oct 16 2012) which provides that in cases where the proponents proof of ownership does not cover the one-year period preceding and including the date the proposal is submitted the notice ofdefect must identif[y] the specific date on which the proposal was submitted and explain that the p~oponent must obtain a new proof of ownership letter verifying continuous ownership ofthe requisite amount of securities for the one-year preceding and including such date to cure the defect Consistent with the foregoing the Deficiency Letter very clearly specified that the Proponent must verify and provide written proof of ownership for at least one year preceding and including November 202013 the date that the proposal was submitted

ll Following Proper Notice of Deficiency Rule 14a-8 Does Not Require Supplemental Deficiency Notices

Pursuant to Rule 14a-8(f)(1) and Staff precedent where a company timely notifies a proponent that his or her proposal is deficient for eligibility or procedural reasons and the proponents response does not cure the deficiency the company is under no obligation to send a second deficiency notice or otherwise notify the proponent ofa continuing deficiency See eg Great Plains Energy Inc (Jan 19 2011) Great Plains Energy Inc (June 17 2010) Allegheny Energy Inc (Dec 22 2009) Alcoa Inc (Feb 18 2009)

The Proponent appears to be ofthe view that after delivery ofthe Deficiency Letter the Company should have provided supplemental notice or guidance to the Proponent to ensure that that Proponent remedied the eligibility defect However it is the Proponents obligation and not the Companys to demonstrate eligibility to submit the Proposal under Rule 14a-8 The Companys obligation is to notify the Proponent of any alleged defects within 14 calendar days of receiving the Proposal which the Company did in its Deficiency Letter Nothing in Rule 14a-8 requires a company to engage in an iterative back-and-forth process with a proponent to ensure that the proponent is able to remedy each and every deficiency in its submission In fact Section C6 ofStaffLegal Bulletin No 14 (July 13 2001) states that a company may exclude a proposal from its proxy materials due to eligibility or procedural defects if the shareholder timely responds [to the companys notice of defect] but does not cure the eligibility or procedural defect(s)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 16 2014 Page3

Moreover the Proponents argument that the Company should have explained to the Proponent the language in the Deficiency Letter because the language was confusing to the Proponent is without merit The Proponent claims that the Deficiency Letter was confusing because it discussed how to tell ifthe [Proponents] record holder is a DTC participant and suggests that the Deficiency Letter could have been referring to a defect relating to DTC participants or ownership among two custodians However the Proponents purported confusion regarding the Deficiency Letter is contrary to the Proponents statements in its December 112013 email to the Company stating that [t]he letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and that [t]he Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8 It is apparent from such statements that the Proponent had no difficulty understanding the language in the Deficiency Letter with respect to the requirements regarding DTC participants and ownership among multiple record holders and believed it had satisfied those requirements Accordingly it cannot be the case that references to such requirements made the entire Deficiency Letter so confusing that the Proponent was unable to understand the language in the Deficiency Letter that very clearly stated that the Proponent must provide proof of ownership for the period preceding and including November 20 2013

m Conclusion

We note that the Proponent concedes that the Proposal was submitted on November 20 2013 and that the submitted broker letters failed to demonstrate ownership for the one year period as stated in the Deficiency Notice preceding and including November 20 2013 Accordingly for the reasons stated above and in the No-Action Request we respectfully request the Staffs concurrence that it will take no action if the Company excludes the Proposal in its entirety from the 2014 Proxy Materials

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 162014 Page4

If we can be ofany further assistance or if the Staff should have any questions please do not hesitate to contact me at the telephone number or email address appearing on the first page ofthis letter

Very truly yours

Marc S Gerber

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE L NAPPIER TREASUJUlR ~tate of ltConnecticut

regffice of tbe 1ltreasurer

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549

January 10 2014

CHRISTINE SHAW DEPUTY TREASURER

Re Request by DST S ysterns to omit stockholder proposal submitted by Connecticut Retirement Plans and Trust Funds

Dear SirMadam

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 Connecticut Retirement Plans and Trust Funds (CRPTF) submitted a stockholder proposal (the Proposal) to DST Systems Inc (DST or the Company) The Proposal asks the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require that the Chair of the Board be an independent member of the Board

I submit this letter in response to DSTts request dated December 20 2013 (the No-Action Requestu) that the Division provide assurance that it will not recommend enforcement action if DST omits the Proposal from its proxy materials for the 2014 annualtneeting of shareholders As discussed more fully below DST has not shown that it provided the CRPTF with adequate notice of the curable defect on which DST now relies accordingly the CRPTF respectfully asks that DSTs request for relief be denied

The CRPTF submitted the Proposal on November 202013 DST notified CRPTF on December 2 2013 that the CRPTFs proof that it owned at least $2000 worth of Company stock continuously for at least one year at the time it submitted the Proposal was defective (The Jetter is attached to DSTs request for no action relief as Exhibit B) That notice however did not state in what specific way the CRPTFs proof was defective Instead it reiterated the requirement from Rule 14a-8 in language that suggested DST believed the CRPTF had submitted no proof at all

55 ELM STREET HARTFORD CoNNfCTICUT 06106-1773 bull (860) 702-3000 An Equal Opportunity Employer

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 16 2014 Page2

14B (Sept 15 2004) provides that [i]fthe company cannot determine whether the shareholder satisfies the rule 14a-8 minimum ownership requirements the company should request that the shareholder provide proofofownership that satisfies the requirements of rule 14a-8 and should use language that tracks rule 14a-8(b) The Deficiency Letter requested such proof of ownership and in explaining the requirement tracked the language in Rule 14a-8(b) The Deficiency Letter also complied with the guidance in Staff Legal Bulletin No 140 (Oct 16 2012) which provides that in cases where the proponents proof of ownership does not cover the one-year period preceding and including the date the proposal is submitted the notice ofdefect must identif[y] the specific date on which the proposal was submitted and explain that the p~oponent must obtain a new proof of ownership letter verifying continuous ownership ofthe requisite amount of securities for the one-year preceding and including such date to cure the defect Consistent with the foregoing the Deficiency Letter very clearly specified that the Proponent must verify and provide written proof of ownership for at least one year preceding and including November 202013 the date that the proposal was submitted

ll Following Proper Notice of Deficiency Rule 14a-8 Does Not Require Supplemental Deficiency Notices

Pursuant to Rule 14a-8(f)(1) and Staff precedent where a company timely notifies a proponent that his or her proposal is deficient for eligibility or procedural reasons and the proponents response does not cure the deficiency the company is under no obligation to send a second deficiency notice or otherwise notify the proponent ofa continuing deficiency See eg Great Plains Energy Inc (Jan 19 2011) Great Plains Energy Inc (June 17 2010) Allegheny Energy Inc (Dec 22 2009) Alcoa Inc (Feb 18 2009)

The Proponent appears to be ofthe view that after delivery ofthe Deficiency Letter the Company should have provided supplemental notice or guidance to the Proponent to ensure that that Proponent remedied the eligibility defect However it is the Proponents obligation and not the Companys to demonstrate eligibility to submit the Proposal under Rule 14a-8 The Companys obligation is to notify the Proponent of any alleged defects within 14 calendar days of receiving the Proposal which the Company did in its Deficiency Letter Nothing in Rule 14a-8 requires a company to engage in an iterative back-and-forth process with a proponent to ensure that the proponent is able to remedy each and every deficiency in its submission In fact Section C6 ofStaffLegal Bulletin No 14 (July 13 2001) states that a company may exclude a proposal from its proxy materials due to eligibility or procedural defects if the shareholder timely responds [to the companys notice of defect] but does not cure the eligibility or procedural defect(s)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 16 2014 Page3

Moreover the Proponents argument that the Company should have explained to the Proponent the language in the Deficiency Letter because the language was confusing to the Proponent is without merit The Proponent claims that the Deficiency Letter was confusing because it discussed how to tell ifthe [Proponents] record holder is a DTC participant and suggests that the Deficiency Letter could have been referring to a defect relating to DTC participants or ownership among two custodians However the Proponents purported confusion regarding the Deficiency Letter is contrary to the Proponents statements in its December 112013 email to the Company stating that [t]he letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and that [t]he Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8 It is apparent from such statements that the Proponent had no difficulty understanding the language in the Deficiency Letter with respect to the requirements regarding DTC participants and ownership among multiple record holders and believed it had satisfied those requirements Accordingly it cannot be the case that references to such requirements made the entire Deficiency Letter so confusing that the Proponent was unable to understand the language in the Deficiency Letter that very clearly stated that the Proponent must provide proof of ownership for the period preceding and including November 20 2013

m Conclusion

We note that the Proponent concedes that the Proposal was submitted on November 20 2013 and that the submitted broker letters failed to demonstrate ownership for the one year period as stated in the Deficiency Notice preceding and including November 20 2013 Accordingly for the reasons stated above and in the No-Action Request we respectfully request the Staffs concurrence that it will take no action if the Company excludes the Proposal in its entirety from the 2014 Proxy Materials

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 162014 Page4

If we can be ofany further assistance or if the Staff should have any questions please do not hesitate to contact me at the telephone number or email address appearing on the first page ofthis letter

Very truly yours

Marc S Gerber

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE L NAPPIER TREASUJUlR ~tate of ltConnecticut

regffice of tbe 1ltreasurer

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549

January 10 2014

CHRISTINE SHAW DEPUTY TREASURER

Re Request by DST S ysterns to omit stockholder proposal submitted by Connecticut Retirement Plans and Trust Funds

Dear SirMadam

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 Connecticut Retirement Plans and Trust Funds (CRPTF) submitted a stockholder proposal (the Proposal) to DST Systems Inc (DST or the Company) The Proposal asks the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require that the Chair of the Board be an independent member of the Board

I submit this letter in response to DSTts request dated December 20 2013 (the No-Action Requestu) that the Division provide assurance that it will not recommend enforcement action if DST omits the Proposal from its proxy materials for the 2014 annualtneeting of shareholders As discussed more fully below DST has not shown that it provided the CRPTF with adequate notice of the curable defect on which DST now relies accordingly the CRPTF respectfully asks that DSTs request for relief be denied

The CRPTF submitted the Proposal on November 202013 DST notified CRPTF on December 2 2013 that the CRPTFs proof that it owned at least $2000 worth of Company stock continuously for at least one year at the time it submitted the Proposal was defective (The Jetter is attached to DSTs request for no action relief as Exhibit B) That notice however did not state in what specific way the CRPTFs proof was defective Instead it reiterated the requirement from Rule 14a-8 in language that suggested DST believed the CRPTF had submitted no proof at all

55 ELM STREET HARTFORD CoNNfCTICUT 06106-1773 bull (860) 702-3000 An Equal Opportunity Employer

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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EXHIBIT A [ATTACHED]

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 16 2014 Page3

Moreover the Proponents argument that the Company should have explained to the Proponent the language in the Deficiency Letter because the language was confusing to the Proponent is without merit The Proponent claims that the Deficiency Letter was confusing because it discussed how to tell ifthe [Proponents] record holder is a DTC participant and suggests that the Deficiency Letter could have been referring to a defect relating to DTC participants or ownership among two custodians However the Proponents purported confusion regarding the Deficiency Letter is contrary to the Proponents statements in its December 112013 email to the Company stating that [t]he letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and that [t]he Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8 It is apparent from such statements that the Proponent had no difficulty understanding the language in the Deficiency Letter with respect to the requirements regarding DTC participants and ownership among multiple record holders and believed it had satisfied those requirements Accordingly it cannot be the case that references to such requirements made the entire Deficiency Letter so confusing that the Proponent was unable to understand the language in the Deficiency Letter that very clearly stated that the Proponent must provide proof of ownership for the period preceding and including November 20 2013

m Conclusion

We note that the Proponent concedes that the Proposal was submitted on November 20 2013 and that the submitted broker letters failed to demonstrate ownership for the one year period as stated in the Deficiency Notice preceding and including November 20 2013 Accordingly for the reasons stated above and in the No-Action Request we respectfully request the Staffs concurrence that it will take no action if the Company excludes the Proposal in its entirety from the 2014 Proxy Materials

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 162014 Page4

If we can be ofany further assistance or if the Staff should have any questions please do not hesitate to contact me at the telephone number or email address appearing on the first page ofthis letter

Very truly yours

Marc S Gerber

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

~~-_a~~~~~~~~_bull~f~~~~f~-~ ~~~~bull_i~middot bull middot~bull ~ middot bull_bullbullbull- -- middot-~- --bullbull11 bull ~ bull ~ -bull~~middotmiddotbullbull _ ~middotmiddot-~middot-middot~~~~bull[~middot-_) bull =middotmiddot ~--middot -- ~ -middot~middot-middot-~middot-bullbullbullbull _ -~bullbullbull-middot~middot bull_bullr-middotmiddot-~ bullbullbullbull bull I bull -~-~~

DENISE L NAPPIER TREASUJUlR ~tate of ltConnecticut

regffice of tbe 1ltreasurer

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549

January 10 2014

CHRISTINE SHAW DEPUTY TREASURER

Re Request by DST S ysterns to omit stockholder proposal submitted by Connecticut Retirement Plans and Trust Funds

Dear SirMadam

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 Connecticut Retirement Plans and Trust Funds (CRPTF) submitted a stockholder proposal (the Proposal) to DST Systems Inc (DST or the Company) The Proposal asks the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require that the Chair of the Board be an independent member of the Board

I submit this letter in response to DSTts request dated December 20 2013 (the No-Action Requestu) that the Division provide assurance that it will not recommend enforcement action if DST omits the Proposal from its proxy materials for the 2014 annualtneeting of shareholders As discussed more fully below DST has not shown that it provided the CRPTF with adequate notice of the curable defect on which DST now relies accordingly the CRPTF respectfully asks that DSTs request for relief be denied

The CRPTF submitted the Proposal on November 202013 DST notified CRPTF on December 2 2013 that the CRPTFs proof that it owned at least $2000 worth of Company stock continuously for at least one year at the time it submitted the Proposal was defective (The Jetter is attached to DSTs request for no action relief as Exhibit B) That notice however did not state in what specific way the CRPTFs proof was defective Instead it reiterated the requirement from Rule 14a-8 in language that suggested DST believed the CRPTF had submitted no proof at all

55 ELM STREET HARTFORD CoNNfCTICUT 06106-1773 bull (860) 702-3000 An Equal Opportunity Employer

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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EXHIBIT A [ATTACHED]

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel January 162014 Page4

If we can be ofany further assistance or if the Staff should have any questions please do not hesitate to contact me at the telephone number or email address appearing on the first page ofthis letter

Very truly yours

Marc S Gerber

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

~~-_a~~~~~~~~_bull~f~~~~f~-~ ~~~~bull_i~middot bull middot~bull ~ middot bull_bullbullbull- -- middot-~- --bullbull11 bull ~ bull ~ -bull~~middotmiddotbullbull _ ~middotmiddot-~middot-middot~~~~bull[~middot-_) bull =middotmiddot ~--middot -- ~ -middot~middot-middot-~middot-bullbullbullbull _ -~bullbullbull-middot~middot bull_bullr-middotmiddot-~ bullbullbullbull bull I bull -~-~~

DENISE L NAPPIER TREASUJUlR ~tate of ltConnecticut

regffice of tbe 1ltreasurer

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549

January 10 2014

CHRISTINE SHAW DEPUTY TREASURER

Re Request by DST S ysterns to omit stockholder proposal submitted by Connecticut Retirement Plans and Trust Funds

Dear SirMadam

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 Connecticut Retirement Plans and Trust Funds (CRPTF) submitted a stockholder proposal (the Proposal) to DST Systems Inc (DST or the Company) The Proposal asks the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require that the Chair of the Board be an independent member of the Board

I submit this letter in response to DSTts request dated December 20 2013 (the No-Action Requestu) that the Division provide assurance that it will not recommend enforcement action if DST omits the Proposal from its proxy materials for the 2014 annualtneeting of shareholders As discussed more fully below DST has not shown that it provided the CRPTF with adequate notice of the curable defect on which DST now relies accordingly the CRPTF respectfully asks that DSTs request for relief be denied

The CRPTF submitted the Proposal on November 202013 DST notified CRPTF on December 2 2013 that the CRPTFs proof that it owned at least $2000 worth of Company stock continuously for at least one year at the time it submitted the Proposal was defective (The Jetter is attached to DSTs request for no action relief as Exhibit B) That notice however did not state in what specific way the CRPTFs proof was defective Instead it reiterated the requirement from Rule 14a-8 in language that suggested DST believed the CRPTF had submitted no proof at all

55 ELM STREET HARTFORD CoNNfCTICUT 06106-1773 bull (860) 702-3000 An Equal Opportunity Employer

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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middotmiddotmiddotmiddotmiddotmiddotmiddot-L~--Jltmiddott-middotmiddot_~bull~middotAmiddot--middotr-_middotamiddott-~middotmiddotN~~~middotHIbullbullJ~~~~--a~bull~~_-ao~~rbullbull_bull~ti--~___~_f~~01$~~~=middot~-~r1r=Obullt~fl--~~4~-ar~~~middoti-bull-t-V-bullebullIbullbull=-bullG--(fO-~-=-=~~~___bull

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EXHIBIT A [ATTACHED]

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DENISE L NAPPIER TREASUJUlR ~tate of ltConnecticut

regffice of tbe 1ltreasurer

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549

January 10 2014

CHRISTINE SHAW DEPUTY TREASURER

Re Request by DST S ysterns to omit stockholder proposal submitted by Connecticut Retirement Plans and Trust Funds

Dear SirMadam

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 Connecticut Retirement Plans and Trust Funds (CRPTF) submitted a stockholder proposal (the Proposal) to DST Systems Inc (DST or the Company) The Proposal asks the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require that the Chair of the Board be an independent member of the Board

I submit this letter in response to DSTts request dated December 20 2013 (the No-Action Requestu) that the Division provide assurance that it will not recommend enforcement action if DST omits the Proposal from its proxy materials for the 2014 annualtneeting of shareholders As discussed more fully below DST has not shown that it provided the CRPTF with adequate notice of the curable defect on which DST now relies accordingly the CRPTF respectfully asks that DSTs request for relief be denied

The CRPTF submitted the Proposal on November 202013 DST notified CRPTF on December 2 2013 that the CRPTFs proof that it owned at least $2000 worth of Company stock continuously for at least one year at the time it submitted the Proposal was defective (The Jetter is attached to DSTs request for no action relief as Exhibit B) That notice however did not state in what specific way the CRPTFs proof was defective Instead it reiterated the requirement from Rule 14a-8 in language that suggested DST believed the CRPTF had submitted no proof at all

55 ELM STREET HARTFORD CoNNfCTICUT 06106-1773 bull (860) 702-3000 An Equal Opportunity Employer

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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EXHIBIT A [ATTACHED]

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Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponents shares (usually a bank or broker) and a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares of DST Systems common stock continuously for at least one year

The December 2letter also discussed how to tell if the CRPTFs record holder is a DTC participant

The December 2 language was confusing because the CRPTF had submitted two letters from State Street and the Bank of New York Mellon attesting to the CRPTF s continuous ownership of the requisite number of shares for one year Two letters were necessary because the CRPTF had switched custodians during the one-year period

Because DST s notice was so vague and the CRPTF had in fact provided proof of ownership I called Randall Young DST s senior vice president general counsel and secretary who had signed the December 2 notice I left a voicemail asking for clarification regarding the nature of the defect On December 9 Mr Young emailed me stating simply that I believe my letter to you dated December 2 2013 speaks for itself (Exhibit A) I contacted him again by email on December 11 noting that neither his December 2 letter nor his email response identified or characterized the defect in the CRPTF s proof of ownership I also indicated that the CRPTF was interested in opening a dialogue around the issues raised by the Proposal (Exhibit B) Mr Youngs response stated that he respectfully disagree[ d) with [my] statements concerning defects in [the CRPTFs] proposal (Exhibit C) Thus despite my clear requests Mr Young would not provide any more specific description of the defect beyond the restatement of Rule 14a-8 s requirements contained in the December 2 letter

I asked for clarification because the open-ended language in DST s December 2 letter indicated to me that the Company could be focused on any of several issues The language about the record owner being a DTC member suggested that DST might be taking the position that the CRPTF s proof was not furnished by the right entity affiliated with our custodians I was aware that in the past companies have sought relief on the basis that the proof was provided by an affiliate of the DTC member and not the exact member entity (See Staff Legal Bulletin 140 (Oct 16 2012) (noting that some companies had questioned the sufficiency of proof of ownership letters from affiliates of DTC participants and stating that such proof was sufficient) As well I believed that DST might be taking issue with the continuity of the CRPTFs share ownership given the custodian transfer during the one-year period

In the No-Action Request DST for the first time identified the defect in the CRPTF s proof of ownership DST argues that it is entitled to exclude the Proposal because the CRPTFs proof letter from BNY Mellon contained a two-day gap between the last day to which BNY Mellon attested to ownership November 18 and the date on which the CRPTF mailed the Proposal November 20 The CRPTF does not dispute the

existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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EXHIBIT A [ATTACHED]

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existence of this gap The practice of the CRPTF s fotmer custodian was to draft proof of ownership letters covering up to and through the date on the letter BNY Mellon did not do so

If DST had identified this gap as the defect in the CRPTF s proof of ownership a supplemental letter from BNY Mellon could and would have been provided immediately The CRPTF continues to hold much more than the requisite amountof stock needed for eligibility to submit a proposal pursuant to Rule 14a-8 Instead despite two clear requests DST declined to explain what [the CRPTF] must do to remedy the defect (See SLB 14G section C)

DSTs refusal is inconsistent with the Staffs guidance in Staff Legal Bulletin 14G which states that notices of defect that make no mention of the gap in the period of ownership covered by the proponents proof of ownership letter or other specific deficiencies that the company has identified do not serve the pwpose of Ruie 14a-8(t) (SLB 14G section C) That guidance makes clear that DST should have stated that the gap at the end of the one-year period was the defect to be remedied in its December 2 letter or in response to my queries Allowing exclusion here would reward gamesmanship and discourage companies from telling proponents what they must do to remedy eligibility or procedural defects

For the reasons stated above the CRPTF respectfully requests that the Division deny DST s request for no-action relief If you have any questions or need anything further please do not hesitate to call me on (860) 702-3292 The CRPTF appreciates the opportunity to be of assistance in this matter

Very truly yours r_

~~1 Francis H Byrd Assistant Treasurer for Policy

cc Marc S Gerber Skadden Arps Slate Meagher amp Flom LLP Via email to MarcGerberskaddencom

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 t11 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement

Plans and Trust Funds (the ~roponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value of DST Systems common stock for at least one year preceding and- including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to thi_s letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent submitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is currently available on the Internet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

middot~

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the shares are held You should be able to find out who this DTC participant is by asking the Proponents broker or banlc If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof ofownership statements verifying that at the time the Proposal was submitted the required amount ofshares were continuously held for at least one year - one from the Proponents broker or bank confirming the Proponents own~rship and the other from the DTC participant confirming_ the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership ofthe minimum number of shares ofDST Systems common stock please see Rule 14a-8(b)(2) in Exhibit A

The SEC rules require that the documentation be postmarked or transmitted electronically to us no later than 14 calendar days from the date you receive this letter Once we receive this documentation we will be in a position to determine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Secretary

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must include a shareholders proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of shareholders In summary In order to have your shareholder proposal Included on a companys proxy card and Included along with any supporting statement in fts proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company is permitted to exclude your proposal but only after submitting its reasons to the Commission We structured this section in a question-and-answer format so that it is easier to understand The references to bullyoubull are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal is your recommendation or requirement that the company andor its board of directors take action which you intend to present at a meeting of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide in the form of proxy means for shareholders to specify by boxes a choice between approvaJ or disapproval or abstention Unless otherwise Indicated the word bullproposal as used In this section refers both to your proposal and to your corresponding statement in support of your proposal (if any)

(b) Question 2 Who is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In order to be eligible to submit a proposal you must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date ofthe meeting

(2) If you middotare the registered holder of your securities which means that your name appears in the companys records as a shareholder the company can verify your eligibility on its own aHhough you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of shareholders However if like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the time you submit your proposal you must prove your eligibility to the company in one of two ways

(I) The first way is to submit to the company a written statement from the Drecord holder of your securities (usually a broker or bank) verifying that at the time you submitted your proposal you continuously held the securities for at least one year You must also include your own written statement that you intend to continue to hold the securities through the date of the meeting of shareholders or middot middot

Oi) The second way to prove ownership applies only If you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-1 02)middot Form 3 (sect2491 03 of this chapter Form 4 (sect2491 04 ofthis chapter) andor Form 5 (sect2491 05 of this chapter) or amendments to those documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibirrty period begins If you have filed one of these documents with the SEC you may demonstrate your eligibility by submitting to the company bull

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot

(C) Your written statement that you intend to continue ownership of the shares through the date of the companys annual or special meeting middot

(c) Question 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline in last years proxy statement However if the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meeting you can usually find the deadline in one ofthe companys quarterly reports on Form 10-Q (sect249308a of this chapter) or in shareholder reports of investment companies under sect27030d-1 of this chapter of the Investment Compaoy Act of 1940 In order to avoid controversy shareholders should submit their proposals by means including electronic means that permit them to prove the date of delivery

(2) The deadline is calculated in the following manner tf the proposal Is submitted for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices not less than 120 calendar days before the date of the companys proxy statement released to shareholders in connection with the previous years annual meeting However if the company did not hold an annual meeting the previous year or if the date of this years annual meeting has been changed by more

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than 30 days from the date of the previous years meeting then the deadline is a reasonable time before the company begins to print and send its proxy materials

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline is a reasonable time before the company begins to print and send its proxy materials

(f) Question 6 What if I fall to follow one of the eligibility or procedural requirements explained in answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct it Within 14 calendar days of reoeMng your proposal the company must notify you in writing of any procedural or eligibility deficiencies as well as of the time frame for your response Your response must be postmarked or transmitted eledronicaiJy no later than 14 days from the date you received the companys notification Acompany need not provide you such notice of a deficiency if the deficiency cannot be remedied such as if you fail to submit a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014a-8 and provide you with a copy under Question 10 below sect24014a-80)

(2) If you fail in your promise to hold the required number of securities through the date of the meeting of shareholders then the company Wtll be permitted to exclude all of your proposals from its proxy materials for any meeting held In the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that it Is entitled to exclude a proposal

(h) Question 8 Must I appear personally at the shareholders meeting to present the proposal (1) Either you or your representative who is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meeting yourself or send a qualified representative to the meeting in your place you should make sure that you or your representative follow the proper state law procedures for attending the mee1ing andor presenting your proposal

(2) If the company holds its shareholder meeting In whole or in part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media rather than traveling to the m~tlng to appear in person

(3) If you or your qualified representative fail to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held In the following two calendar years

CO Question 9 If I have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organization

Note to paragraph (0(1) Depending on the subject matter some proposals are not considered proper under state law if they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law Accordingly we will assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otheiWise

(2) Violation oflaw If the proposal would if implemented cause the company to violate any state federal or foreign law to which It is subject

Note to paragraph (i)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it middotwould violate foreign law if compliance with the foreign law would result In a violation of any state or federal law

(3) Violation ofproxy rules If the proposal or supporting statement is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or if It Is designed to result in a benefit to you or to further a personal interest which is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companys total assets at the end of its most recent fiscal year and for less than 5 percent of its raet earnings and gross sales for its most recent fiscal year and Is not otheiWise significantly related to the companys business

(6) Absence ofpowerauthority If the company would lack the power or authority to implement the proposal

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(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(Q Would disqualify a nominee who is standing for election

(iQ Would remove a director from office before his or her term expired

(iii) Questions the competence business judgment or character of one or more nominees or directors

[IV) Seeks to include a specfficindivldualln the companys proxy materials for election to the board of directors or

(v) otherwise could affect the outcome ofthe upcoming election of directors

(9) Conflicts with companys proposal If the proposal directly conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting

Note to paragraph (1)(9) A companys submission to the Commission under this section should specify the points of conflict with the companys proposal

(1 0) Substantially implemented If the company has already substantially implemented the proposal

Note to paragraph (~(10) Acompany may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation S-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provided that in the most recent shareholder vote required by sect24014a-21 b) of this chapter a single year (ie one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent with the choice of the majority of votes cast in the most recent shareholder vote required by sect24014a-21 (b) of this chapter middot

(11) DupOcstlon If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included In the companys proxy materials for the same meeting

(12) Resubmissions If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting held within 3 calendar years of the last time itwas included if the proposal received

(I) Less than 3 of the vote if proposed once within the preceding 5 calendar years

(ii) Less than 6 of the vote on Its last submission to shareholders if proposed twice previously within the preceding 5 calendar years or

(iii) Less than 10 of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years and middot

(13) Specific amount of dividends If the proposal relates to specific amounts of cash or stock dividends

0gt Question 10 What procedures must the company follow if it intends to exclude my proposal (1) If the company intends to exclude a proposal from its proxy materials it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of its submission The Commission staff rnay permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy if the company demonstrates good cause for missing the deadline

(2) The company must file six paper copies of the following

(I) The proposal

ii) An explanation of why the company believes that it may exclude the proposal which should if possible refer to the most recent applicable authority such as prior Division letters issued under the rule and

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(iii) Asupporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments

Yes you may submit a response but nIs not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes its submission This way the Commission staff will have time to consider fully your submission before It issue$ its response You should submit six paper copies of your response

(I) Quesoon 12 If the company includes my shareholder proposal in its proxy materials what information about me must it include along with the proposal itself

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However instead of providing that infOrmation the company may instead Include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request

2) The company is not responsible for the contents of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes In Its prexy statement reasons why It believes shareholders should not vote in favor of my proposal and I disagree with some of its statements middot

(1) The company may elect to include In its proxy statement reasons why it befieves shareholders should vote against your proposat The company is allowed to make arguments reflecting its own point of view just as you may express your own point of view In your proposafs supporting statement middot

(2) However If you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect24014a-9 you should promptly send to the Commission staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should include specific factual information demonstrating the inaccuracy ofthe companys claims Time permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before it sends its proxy materials so that you may bring to our attention any materially false or misleading statements under the following Umeframes

(I) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materialsmiddot then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(ii) In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under sect24014a-6

4

EXHIBITB

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DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

(see attached)

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

than 30 days from the date of the previous years meeting then the deadline is a reasonable time before the company begins to print and send its proxy materials

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline is a reasonable time before the company begins to print and send its proxy materials

(f) Question 6 What if I fall to follow one of the eligibility or procedural requirements explained in answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct it Within 14 calendar days of reoeMng your proposal the company must notify you in writing of any procedural or eligibility deficiencies as well as of the time frame for your response Your response must be postmarked or transmitted eledronicaiJy no later than 14 days from the date you received the companys notification Acompany need not provide you such notice of a deficiency if the deficiency cannot be remedied such as if you fail to submit a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014a-8 and provide you with a copy under Question 10 below sect24014a-80)

(2) If you fail in your promise to hold the required number of securities through the date of the meeting of shareholders then the company Wtll be permitted to exclude all of your proposals from its proxy materials for any meeting held In the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that it Is entitled to exclude a proposal

(h) Question 8 Must I appear personally at the shareholders meeting to present the proposal (1) Either you or your representative who is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meeting yourself or send a qualified representative to the meeting in your place you should make sure that you or your representative follow the proper state law procedures for attending the mee1ing andor presenting your proposal

(2) If the company holds its shareholder meeting In whole or in part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media rather than traveling to the m~tlng to appear in person

(3) If you or your qualified representative fail to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held In the following two calendar years

CO Question 9 If I have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organization

Note to paragraph (0(1) Depending on the subject matter some proposals are not considered proper under state law if they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law Accordingly we will assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otheiWise

(2) Violation oflaw If the proposal would if implemented cause the company to violate any state federal or foreign law to which It is subject

Note to paragraph (i)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it middotwould violate foreign law if compliance with the foreign law would result In a violation of any state or federal law

(3) Violation ofproxy rules If the proposal or supporting statement is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or if It Is designed to result in a benefit to you or to further a personal interest which is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companys total assets at the end of its most recent fiscal year and for less than 5 percent of its raet earnings and gross sales for its most recent fiscal year and Is not otheiWise significantly related to the companys business

(6) Absence ofpowerauthority If the company would lack the power or authority to implement the proposal

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(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(Q Would disqualify a nominee who is standing for election

(iQ Would remove a director from office before his or her term expired

(iii) Questions the competence business judgment or character of one or more nominees or directors

[IV) Seeks to include a specfficindivldualln the companys proxy materials for election to the board of directors or

(v) otherwise could affect the outcome ofthe upcoming election of directors

(9) Conflicts with companys proposal If the proposal directly conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting

Note to paragraph (1)(9) A companys submission to the Commission under this section should specify the points of conflict with the companys proposal

(1 0) Substantially implemented If the company has already substantially implemented the proposal

Note to paragraph (~(10) Acompany may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation S-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provided that in the most recent shareholder vote required by sect24014a-21 b) of this chapter a single year (ie one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent with the choice of the majority of votes cast in the most recent shareholder vote required by sect24014a-21 (b) of this chapter middot

(11) DupOcstlon If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included In the companys proxy materials for the same meeting

(12) Resubmissions If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting held within 3 calendar years of the last time itwas included if the proposal received

(I) Less than 3 of the vote if proposed once within the preceding 5 calendar years

(ii) Less than 6 of the vote on Its last submission to shareholders if proposed twice previously within the preceding 5 calendar years or

(iii) Less than 10 of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years and middot

(13) Specific amount of dividends If the proposal relates to specific amounts of cash or stock dividends

0gt Question 10 What procedures must the company follow if it intends to exclude my proposal (1) If the company intends to exclude a proposal from its proxy materials it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of its submission The Commission staff rnay permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy if the company demonstrates good cause for missing the deadline

(2) The company must file six paper copies of the following

(I) The proposal

ii) An explanation of why the company believes that it may exclude the proposal which should if possible refer to the most recent applicable authority such as prior Division letters issued under the rule and

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(iii) Asupporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments

Yes you may submit a response but nIs not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes its submission This way the Commission staff will have time to consider fully your submission before It issue$ its response You should submit six paper copies of your response

(I) Quesoon 12 If the company includes my shareholder proposal in its proxy materials what information about me must it include along with the proposal itself

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However instead of providing that infOrmation the company may instead Include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request

2) The company is not responsible for the contents of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes In Its prexy statement reasons why It believes shareholders should not vote in favor of my proposal and I disagree with some of its statements middot

(1) The company may elect to include In its proxy statement reasons why it befieves shareholders should vote against your proposat The company is allowed to make arguments reflecting its own point of view just as you may express your own point of view In your proposafs supporting statement middot

(2) However If you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect24014a-9 you should promptly send to the Commission staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should include specific factual information demonstrating the inaccuracy ofthe companys claims Time permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before it sends its proxy materials so that you may bring to our attention any materially false or misleading statements under the following Umeframes

(I) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materialsmiddot then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(ii) In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under sect24014a-6

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EXHIBITB

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DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(Q Would disqualify a nominee who is standing for election

(iQ Would remove a director from office before his or her term expired

(iii) Questions the competence business judgment or character of one or more nominees or directors

[IV) Seeks to include a specfficindivldualln the companys proxy materials for election to the board of directors or

(v) otherwise could affect the outcome ofthe upcoming election of directors

(9) Conflicts with companys proposal If the proposal directly conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting

Note to paragraph (1)(9) A companys submission to the Commission under this section should specify the points of conflict with the companys proposal

(1 0) Substantially implemented If the company has already substantially implemented the proposal

Note to paragraph (~(10) Acompany may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation S-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provided that in the most recent shareholder vote required by sect24014a-21 b) of this chapter a single year (ie one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent with the choice of the majority of votes cast in the most recent shareholder vote required by sect24014a-21 (b) of this chapter middot

(11) DupOcstlon If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included In the companys proxy materials for the same meeting

(12) Resubmissions If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting held within 3 calendar years of the last time itwas included if the proposal received

(I) Less than 3 of the vote if proposed once within the preceding 5 calendar years

(ii) Less than 6 of the vote on Its last submission to shareholders if proposed twice previously within the preceding 5 calendar years or

(iii) Less than 10 of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years and middot

(13) Specific amount of dividends If the proposal relates to specific amounts of cash or stock dividends

0gt Question 10 What procedures must the company follow if it intends to exclude my proposal (1) If the company intends to exclude a proposal from its proxy materials it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of its submission The Commission staff rnay permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy if the company demonstrates good cause for missing the deadline

(2) The company must file six paper copies of the following

(I) The proposal

ii) An explanation of why the company believes that it may exclude the proposal which should if possible refer to the most recent applicable authority such as prior Division letters issued under the rule and

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(iii) Asupporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments

Yes you may submit a response but nIs not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes its submission This way the Commission staff will have time to consider fully your submission before It issue$ its response You should submit six paper copies of your response

(I) Quesoon 12 If the company includes my shareholder proposal in its proxy materials what information about me must it include along with the proposal itself

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However instead of providing that infOrmation the company may instead Include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request

2) The company is not responsible for the contents of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes In Its prexy statement reasons why It believes shareholders should not vote in favor of my proposal and I disagree with some of its statements middot

(1) The company may elect to include In its proxy statement reasons why it befieves shareholders should vote against your proposat The company is allowed to make arguments reflecting its own point of view just as you may express your own point of view In your proposafs supporting statement middot

(2) However If you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect24014a-9 you should promptly send to the Commission staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should include specific factual information demonstrating the inaccuracy ofthe companys claims Time permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before it sends its proxy materials so that you may bring to our attention any materially false or misleading statements under the following Umeframes

(I) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materialsmiddot then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(ii) In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under sect24014a-6

4

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DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

~

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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(iii) Asupporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments

Yes you may submit a response but nIs not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes its submission This way the Commission staff will have time to consider fully your submission before It issue$ its response You should submit six paper copies of your response

(I) Quesoon 12 If the company includes my shareholder proposal in its proxy materials what information about me must it include along with the proposal itself

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However instead of providing that infOrmation the company may instead Include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request

2) The company is not responsible for the contents of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes In Its prexy statement reasons why It believes shareholders should not vote in favor of my proposal and I disagree with some of its statements middot

(1) The company may elect to include In its proxy statement reasons why it befieves shareholders should vote against your proposat The company is allowed to make arguments reflecting its own point of view just as you may express your own point of view In your proposafs supporting statement middot

(2) However If you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect24014a-9 you should promptly send to the Commission staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should include specific factual information demonstrating the inaccuracy ofthe companys claims Time permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before it sends its proxy materials so that you may bring to our attention any materially false or misleading statements under the following Umeframes

(I) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materialsmiddot then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(ii) In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under sect24014a-6

4

EXHIBITB

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DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

EXHIBITB

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DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

DIRECT OtAL

202-3 1-7233 CIRECTFAX

202-661-8260

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111

TEL (202) 3 71 bull 7000

FAX (202) 393middot5760

wwwskaddencom

EMAIL ADORESS

MARCGERBERSKADDENCOM

VIA FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford CT 06106-1773

December 202013

RE DST Systems Inc No-Action Request

Dear Mr Byrd

Enclosed please find a copy of the no-action request that was submitted on behalf of DST Systems Inc (DST Systems) with respect to the shareholder proposal submitted by the Connecticut Retirement Plans and Trust

FIRMAFfILIATI OFFICES

BOSTON CHICAGO HOUSTON

LOS ANGELES NEW YORK PALO ALTO

WILMINGTON

BEtJING BRUSSELS FRANKFURT HONG KONG

LONDON OSCOW UNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYONEV TOKYO

TORONTO VIINNA

Funds pursuant to Rule 14a-8 for inclusion in the proxy materials to be distributed by DST Systems in connection with its 2014 annual meeting of stockholders

I)~ Marc S Gerber

Enclosure

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

~

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

DIAL

(202) 37 1bull72~~ tllRECT rAX

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW

WASHINGTON DC 20005-2111 FIRMIAFFtlIATE ornczs

BOSTON CHICAGO HOUSTON

(202) ee 1-e2eo

TEL (202) 3 71 middot7000

FAX (202) 393-s eo

wwwskaddencom

LOS ANGILES NEW YORK PALO ALTO

WILNINGTON poundMM ADORESamp

MARCGERBERSKADDENCOM

December 20 2013

BY EMAIL (shareholderproposalssecgov)

Securities and Exchange Commission Division of Corporation Finance Office of Chief CoWtSel 100 F Street NE Washington DC 20549

Re DST Systems Inc- 2014 Annual Meeting Omission of Shareholder Proposal of the Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

BEIJING 15RUSS2LS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARIS

SAO PAULO SHANGHAI

SINGAPORE SYDNEY TOKYO

TORONTO VIENNA

This letter is submitted on behalf of DST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C of Staff Legal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff of the Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8fj) copies of this letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

(see attached)

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company middot

L Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

IT Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b)(l) and Rule 14a-8(f)(l) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 192013 verifying the Proponents stock ownership from October 1 2013 through November 182013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 302013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(l) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 202013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days of the Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy of Rule 14a-8 On December 112013 the

Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(f)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Own~rship Requirements of Rule 14a-8(b)

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof of beneficial ownership of the securities Under Rule 14a-8(t)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements of Rule 14a-8(b)(1) Pursuant to the rule the Proponent is required to submit a written statement from the record holder of the Proponents shares verifying the Proponents continuous ownership of the Companfs securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 192013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover Jetter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 140 (Oct 16 20 12) (the date of submission of a shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

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Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 182013 which date is prior to the date the Proposal was submitted

In Section C1 c(3) of SLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record bolder verifying that the shareholder owned the securities continuously for one year middotas of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number ofCompany shares through November 182013 which date is two days earlier than the date of the Proponents submission ofthe Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staffhas consistently permitted the exclusion ofproposals where the proponents proof of ownership letter provides ownership information as of a date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29~ 2012 and the record holders one-year verification was as ofNovember 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan middot12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where themiddotproposal was submitted November 102010 and the record holders one-year verification was as of October 31 201 0) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 20 I0) HewlettshyPackard Co (July 28~ 2010) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as of May 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

1

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i

than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Securities and Exchange Commission Division of Corporation Finance Office of ChiefCounsel December 20 2013 PageS

Intl Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 192007 and the record holders one-year verification was as of October 15 2007) lntl Business Machines Corp (Nov 16 2006) (pennitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)l) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as of the time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof of ownership from the Proponent Any verification the Proponent might now submit would be uritimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14a~ 8(t)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omit$ the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional infonnation be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staffs response Please do not hesitate to contact the wdersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

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EXHIBIT A

(see attached)

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

middotmiddotmiddotmiddot

As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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EXHIBIT A

(see attached)

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

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SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

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WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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DENISE 1 NAPPIER TREISURER

November 19 2013

Mimiddot Randall D Young VicePresident Geoe1al Counsel and Secretary DST Systems 1nc 333 West ll 1h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Re_tirementPJans middotand TrastFunds (CRPTF) for considerationand action by shareholdeimiddots at the ne~t an null meeting ofDST Systems Inc

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As-the principal fiduciary of the CRPTF I hereby certify thahhe CRPTF has held the mandatory minimum number of DST Systems shares fot the pasl year Furthermore as ofNovemher 1a 2013 the CRPTF beld 7300 shares ofI)ST SyStems stocks valued at approximately $635830 The CRPTF will continue to holdthe reqllisite number of shares of DST Systems through the date of the 2014 annual meeting

If you have any questions or comments concerning this resolution please contact Frapcis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Cminecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

The Connecticut Retirement Plans and Trust Funds ( CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previousJy independent Chair ceases to be independent

SUPPORTTNGSTATEMBNT

Stephen Hooley serves as both CEO and Chair ofDSJs Board of Directors We believe the combination of these two roles in a single person weakens a corporations governance structure which can harm shareholder value AB Intel fonner Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Is a company a sandbox for the CBO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can resu1t in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CBOs lacked an independent Board Chait (The Era of the Inclusive Leader Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 2000-2009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rathetmiddot than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

Jlll11l( (Ci 17) (i(i1 middot911 fHx W 17) 7(1-(l)7bull1 fmailmiddot lacuJJlihst iiSiillt~11-CICOil

Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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~~ THE BANKOFNEWYORKMELLON

November 192013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 233326107) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

~ia~tJ Vice President BNY Mellon

Phone (412) 234-3902 Email Jennifer LMavbnymelloncom

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

Jlll11l( (Ci 17) (i(i1 middot911 fHx W 17) 7(1-(l)7bull1 fmailmiddot lacuJJlihst iiSiillt~11-CICOil

Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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STATE STREET For Evcrylliing Youhvtbullst In

November 19 2013

Mr RandaiiD Young VjcePresident Generalmiddot Counsel amp Secretary DST Systems Inc 333 west 111t1 Street Kansas City Missouff 64105

Re Shareholder Proposai Record Letter for DST Systems Inc 233326107)

Dear Mr Young1

Laura A Co3mn Assist lin Viclt President ~1111~middot Slrllf linnilciill Ceulr 2 Avcun( d t1 riv~ 1 1 ~ l~1~lon middot1 02 [ 1 J

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Statemiddot Street BanK and Trust Company is themiddotformer custodian middotror 730Dshares of DST Systems Inc common stock held for themiddot~tate of Connecticut Rein~mimt Plaos and Tr)lst Funds (CRPTF) Th~ Trust Fund was beneficial owner of-at lea~t 1 or $2900 hl market-v~liJe of the Companys common stock continuously from September SO 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF Statemiddotstreet h~ld these shares in the Depositoiy Trust Company in the participant codemiddot0997 The shares wer~ transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are ariy qJestloris concerri~g this malter please do not hesitate-to contact me directly

Sincere~

Laura A Callahan Assistant Vicemiddot President State S~reet Bank-and Trust Company

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 32 through 33 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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EXHIBITC

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Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

EXHffiiTB

(see attached)

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DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

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Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

i

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant T1-easurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061064773

December 2 2013

RE Notice of DeficienQY

Dear Mr Blmiddotd

DST Sys~ms Inc 333 West 11111 Street Kansas City MO 64105 8164351000 www dstampystemsccm

I am writing to acknowledge receipt of the shareholder proposal (the Proposal) submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Funds (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the Securities _Exchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (tlie Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC in ordrumiddot to be eligible to submit a proposal for the Annual Meeting a prop~nent must have continuously held at least $2000 in market value ofDST Systems common stock middot for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to this letter as Exhibit A middot

Our records indicate that the Proponent is not a registered holder ofDST Systems common Stock Please provide a written statement from the record holder of the Proponent~ shares (usually a bank or broker) ~d a participant in the Depository Trust Company (DTC) verifying that at the time the Proponent ~mitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cmTently available on theInte1net at httpwwwdtcccomdownloadsmembershipdirectoriesldtc alpha pdf If the bank or broker holding the Proponents shat-es is not aDTC participant you also

I It

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

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Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership from the DTC participant through which the s~ares are held You should be able to fmd out who this DTC patiicipant is by asking the Proponenes broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not lmow the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that a11heimiddottime the Proposal was submitted the required ~ount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirming the Proponents owneuro1Ship and the other from ~e DTC participant confirming the broker or banks ownership For additional infonnation regarding the acceptable methods of ptoving the Proponents ownership of the minimum number of shares ofDST Systems common sto~ please see Rule 14a-8(b )(2) in Exhibit A

The SEC rules require that the documentation be postmarkecf or traDsmitted electronically to us no later than 14 calendar days from tlw date you receive this letter Once we middotreceive this documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

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[ATTACHED] ~XBIBITA

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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From Sent To Subject

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Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

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(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

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From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

sect 24014a-8 Shareholder proposals

This section addresses when a company must Include a sh~rehofders proposal In its proxy statement and ldentffy the proposal In Hs form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddot to have your shareholder

middotproposal Included on a companys proxy card and Included along with any supporting statement In Its proxy statement you must be eligible and foOow certain procedures Under a few specific circumstances lhe compa_ny Is permftted to exdude your proposal but only after submitting Its reasons to the Commission We structured this section In a qu~tlon--aJldampnswer fonnat so that It Is easler to understand The references to you are to a shareholder seeking (o submft the proposal

(a) Question 1 What rs a proposal A shareholder proposal Is your recOmmendaUon or requirement that the company andor Its board of directors take action which you fntend to present at a meeting otthe companys shareholders Your proposal should state as dearly as possible the course of acUon that you believe the company should foRQW If your proposal Is placed on the companys proxy card the company must also provide In-the form of proxy means for shareholders to specify by boXes a choice between approval or disapproval or abstention Unless otherwise Indicated the word proposar as used In this secHon refers both to your proposal and to your corresponding statement In support of your proposal Of any)

(b) Question 2 Who Is efigtbte to submit a proposal and how do I demonstrate to the company that I am eligible 1) In -order to be middot eligible to submit a proposal you must have contrnuously held at feast $2000 ln market value or 1 of the companys securities

entOed to be voted on the proposal at the meeUng for allaast one year by the date you submit the proposal You must continue to hold those securitle8 through the date of the meeting

(2) If you are Ute registered holder of your securltfeu which means that your name appears In the companys records as a shareholder the oompany can verify your ellglbURy on Its own although you wll stiR have to provide the company with a Written statement that you fntend to conUnue to hold the eecUriUes through the date of the meeting of shareholders However If fike many shareholders you are not a registered holder the company likely does not know that you are a sharehOlder or how many shares you own In this case at the time you subnUt your proposal you must prove your ellglbRity to the company In one of two ways

(I) The first way Is to submit to the COillfJtDY a wriUen statement from the bullrecordbull holder of your securttles ~wmiddotuaUy a broker or bank) verUytng that at the time you iubmHted your proposa~ you continuously held the securflles fbT at least one year You musl also Include your own written statement that you Intend to continue to hold the securities through the date of the meeting of shareholders or middot middot middot

(fQ The second way to prove ownership applies only if you have mad a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02)Fonn 3 (sect2491 03 ofthls chapter) Fonn 4 (sect2491 04 of thls chapter) andor Form 5 (sect249106 ofthls chapter) or amendments to ttose documents or updated forms reflecting your ownership of the shares as of or before 1he date on which the one-year etfgibffity pertod besjins If y6u have filed one of these documents-with th~ SEC you may demonstrate your el1glbllity by submitting to the oompany

(A) A copy of the schedule andor form and any subsequent amedments reporting a change In your ownership leve~

(B) Your written statement that you continuously held the required number of shares for the ona~year period as of the-date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meetfng

(c) Question 3 How many proposals may I submit Each sha~holder may submit no mom than one proposal to a company fora particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500words middot middot middot

(e) QUestion 6 What fs the deadline fer submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline In last years proxy statemenl However H lh8 company did not hold an annual meettng fast year or has changed the date of its meeUng for this year more than 30 days from last yeats n1eetfng you can usually find the dead One In one of the regmpanybulls quarterly reports on Fonn 1 OQ (sect249308a of this chapter) or In shareholder reports of investment companfes under sect27030d-1 of this chapter of the Investment Company Act of 1940 In brcler to avold controversy shareholders should submll their proposals by nt9anslnctudlng electroJ1lC means that permit them to prove the date of daflvery

(2) The deadline is calculated In the following manner If the proposal is submiUed for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices n~t less than 120 calendar dayamp beEre the date ol the companys proxy statement released tD shareholders fn connection wlth the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yeats annual meeting has been changed by more

1

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than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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~te-l--=~~r~middot~~rt~rC~fii~~t-G-~~ middot-middotc-=~middotmiddot==middot-~~~~-middot-middot middotmiddotmiddot-~middotmiddotmiddotmiddotmiddot-middot=middotmiddotmiddotmiddot-rmiddotmiddot middotmiddotYfi~r~l~~~-0-1r~-~~~~bull~~1~6~~~~~~~~--~~~zii~~~middotmiddot-4ltC bull ~~iiY-r--~w-or-=middot~~~ r

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

than 30 days from the date of the previous years meeting themiddotn the deadKne Is a reasonable tfme before the company begins to print and send Rs proxy materials middot

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeHng the deadline Is a reasonable tfma before the company begins to print and send its proxy materials

(f) Question 6 What ff I faD to follow one of the eligibility or procedural requirements explained In answers to Questions 1 through 4 of this section (1) The company may exclude your proposal but only after It has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in wriUng of any procedural or efJgibllity deficiencies as well as of the time frame for your response Your response must be poslmalilted or transmitted eleetronlcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deftcfency cannot be remerJjed such as (f you fall to submit a proposal by the companys properly determined deadle If the company fntends to excktde the proposal it wltllater have to make a submission under sect24014a-8 and provide you wfth a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail In your promise to hofd the requfrsd number of securities through the date of the meeting of shareholders then the company wiD be permltted to exclude an of your proposals from Its proxy materials for any meeting held In the following tvo calendar years middot

(g) Question 7 Who has the burden of pei8Uadlng the Commission or Its staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

(h) QuesUon ll Must I aigtPear personally at the shareholders meeUng kgt present the proposal (1) Ether you or your representative who Is qualified under state law to present the proposal on your behalf must attend the meeUng to present the proposal Whe1her you attend the meetrr1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper stats law procedures for attand[ng the meeting andor presenting your proposal -

(2) If the company holds Its shareholder maetlng ln whole or In part via elsctron1c media and the oompany permits you or your representative to present your proposal via such media then you may appear through electronic media rather than travellng to the meeting to appear In person

(3) If you or your quaiiRacf representative fall to appear and present the proposal without good cause the company wUI be permitted to exclude al of your proposals from Its proxy materials for any msetings held fn the foi~Jng two calendar yaars

(I) Question 9 lfmiddotl have compUed with the procedural requirements on what other bases may a company rely to exclUde my proposal (1) Improper under state lawlf the proposal Is not a proper subject for acUon by shareholders under the laws of the jurisdiction of the companys organizaUon middot

Note tomiddotparagraph (1)(1) Depending on the subject matter some proposals ammiddot not consldered proper under state law If they would be binding on the company If approved by shareholders rn our exPerience most proposals that are cast as recommendalfons or requests that the board of dfrectora take spedffed action are proper under state Jaw Accordingly we will assume that a proposal drafted as a recommendation or suggestion h~ proper unless the oompany demonstrates otherwise

(2) VIolation of law If the proposal would If Implemented cause the company to violate any state federal or foreign Jaw to Which lt Is subject middot

Note to paragraph (1)(2) We wifl not apply this basis for exclusion to permit exclusion of a proposal on grounds that It would vlo1ate foreign law If compliance with the foreign law would result In a vlolatfon of any state or federal law

( (3) Violation of proxy rul8s If the proposal or supPorting statement Is contrary to any of the Commissions proxy rules including sect24014amp-9 which prohibits materlaHy false or misleading statements In proxy soncHing materials

(4) Personal gdevance special Interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or If It Is designed to result In a benefit to you or to further a personal Interest which lsmiddotnot shared by the other shareholders at large

(S) Relevance If the proposal relates to operations which account for less than 5 percent of the compantsbltal assets at the end of Ita most recent fiscal year and for less than 6 percent of Its net earnings and gross sales for Its moat recent fiscal year and Is not otherwise algnlflcantly related to the companys business

(6) Absence of powerauthority If the contpany would lack tho power or authoritY to Implement the proposal

2

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

imiddot i middot

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

(7) Management functions If the proposal deals with a maHer relating to the companys ordinary business operations

(8) Dlreotor elections If the proposal

(i) Would disqualify a nomfnee who Is standing for election

(11) Would remove a director from office before his or her tenn expfred

(fH) Questions the competence business Judgment or character middotof on a or more nominees or directors

(iv) Seeks to Include a specific individual In the middotcompanys proxy materials for ~leotion to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts wHh companys proposal If the proposal directly conflicts wHh one of the companys own proposals to be submflted to shareholders at the same meeting middot middot

Note to paragraph (1)(9) A companys submission to the Commission under this section ehould speclfythe points of conflict wfth the companys proposal bull middot

(1 0) Subslant1afy mpflmented If the company has already substanUalty Implemented the proposal

Note to paragraph (1)(10) A company may exclude a sharehokfer proposal that would provlde an adVIsory vote or seek futuiD advisory votes to approvo the compensation of executives as disclosed pursuant to Item 402 of Regulallon 8-K (sect229402 of this chapter or any successor to Item 402 (a say-on-pay votej or that relates to the frequency of say-on-pay votes provided that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year ( Le one two or three years) received approval of a majority of votes cast on lhe matter and the company has adopted a policy on the frequency of say-on-pay votes that Is consistent wHh fhe choice of the majority of votes cast In the most recent shareholder vote r~ulred by sect24014amp-21 (b) of this chapter middot middot middot

(11) Dupfcatlon If the proposal aubstanUally duplicates another proposal previously submitted to the company by another proponent that will be Included In the companys proxy materials for the same meetlngj

(12) Resubmlsslons If the proposal deals wllh substanUally the same subject maUer as another proposal or proposals that has or have been previously Included tn the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materlaJs for any meeting he I~ within 3 calendar years of the last time tt was Included If the proposal recelved

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(i~ L~s than 6 of the vote on 1s last submission to shareholders If proposed twice previously within the preceding 6 calendar years or

(Ill) Less than 10 of thu vote on its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar yearei and middot middot middot

(13) SpecJflo amount of dividends If the proposal relates t~ specific amounts of cash or stock dlvtdends

(J) Question 10 What procedures must the company follow If It Intends to exclude my proposal (1) If the company Intends to exclude a proposal from lts proxy materials It must flle Its reasons with the Commission no later than 80 calendar days befOre R fdes fts definitive proxy statement and fonn of proxy with the Commission The company flllst simultaneously provide you with a copy of Its submission The Commission staff l]lampY permit the company to make Ita submission later than 80 days before the company files Its definitive proxy statement and form of proxy If the company demonstrates good oause for mlaelng the deadline

(2) The company must me siX paper copfes of the following

(i) The proposa~

(II) An explanation of why the company believes that It may exclude the proposal which should If posslblareferto the most recent applicable authortty such as prior Division letters Issued under the rule and

3

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(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

i

i imiddot jmiddot I i ~ i

1

r j

I I I I

1= l t middot

middot

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

j

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I

~te-l--=~~r~middot~~rt~rC~fii~~t-G-~~ middot-middotc-=~middotmiddot==middot-~~~~-middot-middot middotmiddotmiddot-~middotmiddotmiddotmiddotmiddot-middot=middotmiddotmiddotmiddot-rmiddotmiddot middotmiddotYfi~r~l~~~-0-1r~-~~~~bull~~1~6~~~~~~~~--~~~zii~~~middotmiddot-4ltC bull ~~iiY-r--~w-or-=middot~~~ r

EXHIBITC

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From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

imiddot i middot

I t middot 1 i 1middot

tmiddot tlt

Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

middot -middot---middot-middot _

(flO A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding lO the companys arguments middot

Yes you may submit a response but n lsnot- required You shoukJ try to submit any response to us with a copy to the company as soon as possible after the ~ompany makes its submission This way the Commlnlon staffwllf have time to consider fully your submission before it Issues Itamp response You shculd submit six paper copies of your response

middot (I) Question 12 lfthe company includes my shareholder proposal In Its proxy materials What Information about me must It rncluda along with the proposal itself bull

(1) The companys proxy statement must Include your name and address as weU as the number of the companys voting securities that you hold However instead of providing that lrifonnatfon the company may Instead Include a statement that It will provide the lnformaUon to shareholders prcmpUy upon re~lvlng an oral or written request middot

(2) The company Is not responslble for the content~ of your proposal or aupportfng statemenl

(m) Question 13 What can I do lf the company Includes ln fts proxy statement reasons why It bellevesshareholcfenJ should not vote tn favor of my proposal andmiddotl dlsag~e wllh some of Hs statements middot

1) 111e company may elect to lncfude rn Its proxy statement reasons why rt beHaves shareholders should vote sgafnst your proj)osal The comparJy Is allowed to make arguments reflecting Its own polnt of view Just as you may express your own pol~t of vtew In your proposers supportlpg statement middot middot

(2) However tf you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect240148-9 you should promptly send to the Commfeslon staff and the company a leUer explaining the reasons for your view along wlth a copy of the companYS statements opposlng your proposal To the extent possible your reuer should Include specific factuallnformaUon demonstrating the Inaccuracy of the companys claims Tfme permitting you may wish to try to work out your differences with the company by yourself before contaoting the COmmission staff

3) We require the company to send you a copy of fts statementamp oppos(ng your proposatbefore it sends Its proxy materials so that you may bring to our attention any materlaay false or fllsleadlng ~tatements under the followfng Umeframas

I) If our no-action response requires that you make revisions to your proposal or supportloo statement as a ccndllon to requiring the company to Include it In Its proxy materials then the company must provide you with a copy of Its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other oases the company must provide you with a copy of Its opposltfon statements no later than 30 calendar days before its files definitive copies of lts proxy statement and form of proxy under sect24014a-6

4

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

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of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

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Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

From Byrd Frands [malltoFrandsByrdctgov] Sent Wednesday December 11 2013 0200PM To Young Randall middot Subject RE Voicemail

Randall~

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymai I response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank of New York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite nutnber of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the TreasUrer State of Connecticut

55 Elm Street 7tb Floor Hartford Connecticut 06106-1773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdctgov

From Young Randall [malltoRDYoungdstsystemscom] Sent Monday December 09i 2013 322PM To Byrd Frands Subject Volcemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter

from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

i

i imiddot jmiddot I i ~ i

1

r j

I I I I

1= l t middot

middot

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

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Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr VIce President General Counsel amp Secretary I DST Systems Inc 1 333 West 11t11 Street Stll Floor Kansas Cky MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom 1 w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and Qtay contain infonnation which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e mail you are hereby notified that any use dissemination or copying of this e-mail ~r the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e mail or the information contained in thismiddot e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

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Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

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Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

imiddot i middot

I t middot 1 i 1middot

tmiddot tlt

Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Byrd Francis

From Sent To Subject

Francis

Young Randall ltRDYoungdstsystemscomgt Monday December 09 2013 322 PM Byrd Francis Voicemail

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I osr Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdvoungdstsvstemscom I w dstsvstemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If yonmiddot are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

1

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Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Byrd Francis

From Byrd Francis Sent To

Wednesday December 11 2013 301 PM Young Randall

Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor e-mail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual1neeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC liDder Rule 14a-8

We would like an opp01tunity to discuss the specifics ofCRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street 7lh Floor Hartford Connecticut 06106-1 773 (0) 860-702-3292 (C) 860-897-3204 Francisbyrdct gov

From Young Randall [mailtoRDYoungdstsystemscom] sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of the office on vacation last week and have been tied up most of the day We received the letter from Denise L Nappier State Treasurer together with the proposal and letters from The Bank of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

1

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street 5th Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information conta~ed in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

SKADDEN ARPS SLATE MEAGHER amp FLOM LLP

1440 NEW YORK AVENUE NW F1RMAFFILIATE OFFICpoundS

WASHINGTON DC 20005-2111 BOSTON CHICAGO

TEL (202) 3 71 middot7000 HOUSTON CIA1 LOS ANGELES

C202gt 37 1middot7233 FAX (202) 393middot5760 NEW YORK DIRECT FAX PALO Al30wwwskaddencom

WILMINGTONc2021 ee 1middot8280 EMAIL ADDRESS BEIJING

MARCGERBERSKADDENCOM BRUSSELS FRANKFURT HONG KONG

LONDON MOSCOW MUNICH PARISDecember 20 2013 SAO PAULO

SHANGHAI SINGAPORE

SYDNEY TOKYO

TORONTOBY EMAIL (shareholderproposalssecgov) VIENNA

Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549

Re DST Systems Inc - 2014 Annual Meeting Omission of Shareholder Proposal ofthe Connecticut Retirement Plans and Trust Funds

Ladies and Gentlemen

This letter is submitted on behalfofDST Systems Inc a Delaware corporation (the Company) pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 as amended The Company has received a shareholder proposal and supporting statement (the Proposal) from the Connecticut Retirement Plans and Trust Funds (the Proponent) for inclusion in the proxy materials to be distributed by the Company in connection with its 2014 annual meeting of stockholders (the 2014 Proxy Materials) For the reasons stated below the Company intends to omit the Proposal from the 2014 Proxy Materials

In accordance with Section C ofStaffLegal Bulletin No 14D (Nov 7 2008) (SLB 140) this letter and its attachments are being emailed to the staff ofthe Division of Corporation Finance (the Staff) at shareholderproposalssecgov In accordance with Rule 14a-8(j) copies ofthis letter and its attachments are being sent simultaneously to the Proponent as notice of the Companys intent to omit the Proposal from the 2014 Proxy Materials

Rule 14a-8(k) and Section E ofSLB 14D provide that shareholder proponents are required to send companies a copy ofany correspondence that they elect to submit to the Securities and Exchange Commission (the Commission) or the Staff Accordingly we are taking this opportunity to inform the Proponent that if the

Securities and Exchange Commission Division ofCorporation Finance Office of Chief Counsel December 20 2013 Page2

Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company

I Introduction

The text of the resolution contained in the Proposal is copied below

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

ll Basis for Exclusion

We hereby respectfully request that the Staff concur in the Companys view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b )( 1) and Rule 14a -8( f)( 1) because the Proponent failed to provide proof of the requisite stock ownership after receiving notice of such deficiency

Ill Background

The Company received the Proposal and a cover letter dated November 19 2013 via United Parcel Service (UPS) on November 21 2013 The Proposal was submitted on November 20 2013 according to the UPS tracking detail The Proponents submission also included a letter from The Bank of New York Mellon dated November 19 2013 verifying the Proponents stock ownership from October 1 2013 through November 18 2013 (the BNY Letter) and a letter from State Street Bank and Trust Company dated November 192013 verifying the Proponents stock ownership from September 30 2012 through September 30 2013 (the SSB Letter) Copies of the Proposal the cover letter the BNY Letter the SSB Letter and the UPS tracking detail are attached hereto as Exhibit A

After confirming that the Proponent was not a shareholder of record in accordance with Rule 14a-8(f)(1) on December 2 2013 the Company sent a letter to the Proponent (the Deficiency Letter) requesting a written statement from the record owner of the Proponents shares and a participant in the Depository Trust

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days ofthe Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy ofRule 14a-8 On December 112013 the Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(t)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Ownership Requirements of Rule 14a-8(b )

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof ofbeneficial ownership of the securities Under Rule 14a-8(f)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements ofRule 14a-8(b ) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements ofRule 14a-8(b)(l) Pursuant to the rule the Proponent is required to submit a written statement from the record holder ofthe Proponents shares verifying the Proponents continuous ownership of the Companys securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 19 2013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover letter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 14G (Oct 16 2012) (the date of submission ofa shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 18 2013 which date is prior to the date the Proposal was submitted

In Section C1c(3) ofSLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record holder verifying that the shareholder owned the securities continuously for one year as of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number of Company shares through November 182013 which date is two days earlier than the date of the Proponents submission of the Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staff has consistently permitted the exclusion ofproposals where the proponents proofof ownership letter provides ownership information as ofa date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29 2012 and the record holders one-year verification was as of November 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan 12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where the proposal was submitted November 102010 and the record holders one-year verification was as of October 31 2010) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 2010) HewlettshyPackard Co (July 28 201 0) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as ofMay 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 PageS

Int ~z Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 19 2007 and the record holders one-year verification was as of October 15 2007) Int 1l Business Machines Corp (Nov 16 2006) (permitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)(1) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as ofthe time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof ofownership from the Proponent Any verification the Proponent might now submit would be untimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14ashy8(f)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omits the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional information be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance ofthe Staffs response Please do not hesitate to contact the undersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

EXHIBIT A

(see attached)

- (

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

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State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

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Page 2 of2

EXHIBITB

(see attached)

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bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

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(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page3

Company (DTC) verifying that the Proponent had beneficially owned the requisite number of shares of the Companys stock continuously for at least one year preceding and including November 202013 the date of submission of the Proposal The Deficiency Letter also advised the Proponent that such written statement had to be submitted to the Company within 14 calendar days ofthe Proponents receipt of the Deficiency Letter As suggested in Section G3 of Staff Legal Bulletin No 14 (July 13 2001) (SLB 14) relating to eligibility and procedural issues the Deficiency Letter included a copy ofRule 14a-8 On December 112013 the Company received an email from the Proponent indicating that it believed the BNY Letter and the SSB Letter satisfied the requirements under Rule 14a-8 Copies of the Deficiency Letter and related email correspondence are attached hereto as Exhibit B

IV The Company May Exclude the Proposal Pursuant to Rule 14a-8(t)(l) Because the Proponent Failed to Supply Sufficient Documentary Support to Satisfy the Ownership Requirements of Rule 14a-8(b )

Rule 14a-8(b )( 1) provides that in order to be eligible to submit a proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal for at least one year by the date the proposal is submitted and must continue to hold those securities through the date of the meeting If the proponent is not a registered holder he or she must provide proof ofbeneficial ownership of the securities Under Rule 14a-8(f)(l) a company may exclude a shareholder proposal if the proponent fails to provide evidence that it meets the eligibility requirements ofRule 14a-8(b ) provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time

The BNY Letter and the SSB Letter do not satisfy the requirements ofRule 14a-8(b)(l) Pursuant to the rule the Proponent is required to submit a written statement from the record holder ofthe Proponents shares verifying the Proponents continuous ownership of the Companys securities for a one-year period preceding and including November 202013 the date that the Proposal was submitted Although the Proponents cover letter the BNY Letter and the SSB Letter are dated November 19 2013 the submission date of the Proposal is the date the Proponent submitted the Proposal to UPS for shipping and delivery to the Company See Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (concurring with the companys view that the submission date was not the date of the proponents cover letter and broker letter but the date the proposal was delivered to Federal Express for delivery to the company) see also Staff Legal Bulletin No 14G (Oct 16 2012) (the date of submission ofa shareholder proposal is the date the proposal is postmarked or transmitted electronically) Accordingly the submission date of the Proposal is November 202013 However the BNY Letter and the SSB

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 18 2013 which date is prior to the date the Proposal was submitted

In Section C1c(3) ofSLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record holder verifying that the shareholder owned the securities continuously for one year as of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number of Company shares through November 182013 which date is two days earlier than the date of the Proponents submission of the Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staff has consistently permitted the exclusion ofproposals where the proponents proofof ownership letter provides ownership information as ofa date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29 2012 and the record holders one-year verification was as of November 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan 12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where the proposal was submitted November 102010 and the record holders one-year verification was as of October 31 2010) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 2010) HewlettshyPackard Co (July 28 201 0) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as ofMay 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 PageS

Int ~z Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 19 2007 and the record holders one-year verification was as of October 15 2007) Int 1l Business Machines Corp (Nov 16 2006) (permitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)(1) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as ofthe time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof ofownership from the Proponent Any verification the Proponent might now submit would be untimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14ashy8(f)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omits the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional information be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance ofthe Staffs response Please do not hesitate to contact the undersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

EXHIBIT A

(see attached)

- (

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

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State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

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EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 Page4

Letter do not confirm the Proponents one-year ownership as ofNovember 202013 Instead the BNY Letter and the SSB Letter confirm the Proponents ownership for a period preceding and including November 18 2013 which date is prior to the date the Proposal was submitted

In Section C1c(3) ofSLB 14 the Staff illustrated the requirement for specific verification of continuous ownership with the following example

(3) If a shareholder submits his or her proposal to the company on June 1 does a statement from the record holder verifying that the shareholder owned the securities continuously for one year as of May 30 of the same year demonstrate sufficiently continuous ownership of the securities as of the time he or she submitted the proposal

No A shareholder must submit proof from the record holder that the shareholder continuously owned the securities for a period of one year as of the time the shareholder submits the proposal

Similar to the example above the BNY Letter confirms that the Proponent owned the requisite number of Company shares through November 182013 which date is two days earlier than the date of the Proponents submission of the Proposal November 20 2013 Accordingly the BNY Letter and the SSB Letter fail to demonstrate continuous ownership of the shares for a period of one year as of such date

The Staff has consistently permitted the exclusion ofproposals where the proponents proofof ownership letter provides ownership information as ofa date prior to the date the proposal was submitted See eg Rockwood Holdings Inc (Jan 18 2013) (permitting exclusion where the proposal was submitted November 29 2012 and the record holders one-year verification was as of November 15 2012) Deere amp Co (Walden Asset Management and Tides Foundation) (Nov 16 2011) (permitting exclusion where the proposal was submitted September 15 2011 and the record holders one-year verification was as of September 12 2011) Verizon Communications Inc (Jan 12 2011) (permitting exclusion where the proposal was submitted November 17 2010 and the record holders one-year verification was as ofNovember 16 2010) ATampTInc (Dec 16 2010) (permitting exclusion of a coshyproponent where the proposal was submitted November 102010 and the record holders one-year verification was as of October 31 2010) General Electric Co (Oct 7 2010) (permitting exclusion where the proposal was submitted June 22 2010 and the record holders one-year verification was as of June 16 2010) HewlettshyPackard Co (July 28 201 0) (permitting exclusion where the proposal was submitted June 1 2010 and the record holders one-year verification was as ofMay 28 2010)

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 PageS

Int ~z Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 19 2007 and the record holders one-year verification was as of October 15 2007) Int 1l Business Machines Corp (Nov 16 2006) (permitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)(1) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as ofthe time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof ofownership from the Proponent Any verification the Proponent might now submit would be untimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14ashy8(f)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omits the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional information be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance ofthe Staffs response Please do not hesitate to contact the undersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

EXHIBIT A

(see attached)

- (

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

WEOLOGtsncsmiddot OfJIJ(ImJ m About UPS Silo Guido Investors Careers pressroom UPS Globnl

i

UpS Mobllo UPS Bloo

I

ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

Preted Aftnlnst Frnd

Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel December 20 2013 PageS

Int ~z Business Machines Corp (Dec 7 2007) (permitting exclusion where the proposal was submitted October 19 2007 and the record holders one-year verification was as of October 15 2007) Int 1l Business Machines Corp (Nov 16 2006) (permitting exclusion where the proposal was submitted October 5 2006 and the record holders one-year verification was as of October 2 2006)

If the Proponent fails to follow Rule 14a-8(b) Rule 14a-8(f)(1) provides that the Company may exclude the Proposal but only after it has notified the Proponent in writing ofthe procedural or eligibility deficiencies as well as ofthe time frame for the Proponents response thereto within 14 calendar days ofreceiving the Proposal and the Proponent fails adequately to correct it The Company has satisfied the notice requirement by sending the Deficiency Letter and did not receive the requisite proof ofownership from the Proponent Any verification the Proponent might now submit would be untimely under the Commissions rules Accordingly the Company believes the Proposal is excludable under Rule 14a-8(b) and Rule 14ashy8(f)(l)

V Conclusion

Based on the foregoing analysis the Company respectfully requests that the Staff concur that it will not recommend enforcement action against the Company if the Company omits the Proposal in its entirety from the 2014 Proxy Materials

Should the Staff disagree with the Companys conclusions regarding the omission ofthe Proposal or should any additional information be desired in support of our position we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance ofthe Staffs response Please do not hesitate to contact the undersigned at (202) 371-7233

Marc S Gerber

Attachments

cc Randall D Young DST Systems Inc

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office

EXHIBIT A

(see attached)

- (

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

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Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

EXHIBIT A

(see attached)

- (

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

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Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

DENISE L NAPPIER TREASURER

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 111

h Street Kansas City Missouri 64105

Dear Mr Young

Submitted herewith is a shareholder resolution on behalf of the Connecticut Retirement Plans and Trust Funds (CRPTF) for consideration and action by shareholders at the next annual meeting of DST Systems Inc

As the principal fiduciary of the CRPTF I hereby certify that the CRPTF has held the mandatory minimum number of DST Systems shares for the past year Furthermore as of November 18 2013 the CRPTF held 7300 shares of DST Systems stocks valued at approximately $635830 The CRPTF will continue to hold the requisite number of shares of DST Systems Lhrough the date of the 20 14 annual meeting

If you have any questions or comments concerning this resolution please contact Francis H Byrd Assistant Treasurer for Policy at (860) 702-3292

Sincerely

Denise L Nappier State Treasurer

Attachment

55 Elm Street Hartford Connecticut 06106-1773 Telephone (860) 702-3000

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

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ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

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Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

The Connecticut Retirement Plans and Trust Funds (CRPTF)

RESOLUTION CONCERNING SEPARATION OF THE POSITIONS OF CHAIRMAN OF THE BOARD OF DIRECTORS AND

THE CHIEF EXECUTIVE OFFICER

RESOLVED The shareholders of DST Systems Inc (DST) request the Board of Directors to adopt a policy and amend the bylaws as necessary to reflect that policy to require the Chair of the Board of Directors to be an independent member of the Board This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time the policy is adopted Compliance with this policy should be waived if no independent director is available or willing to serve as Chair and the policy should provide that the Board will select a replacement Chair if a previously-independent Chair ceases to be independent

SUPPORTING STATEMENT

Stephen Hooley serves as both CEO and Chair of DST s Board of Directors We believe the combination of these two roles in a single person weakens a corporations goven1ance structure which can harm shareholder value As Intel former Chair Andrew Grove stated The separation of the two jobs goes to the heart of the conception of a corporation Ll) a company a sandbox for the CEO or is the CEO an employee If hes an employee he needs a boss and that boss is the board The chairman runs the board How can the CEO be his own boss

In our view shareholder value is enhanced by an independent Board Chair who can provide a balance of power between the CEO and the Board and can support robust Board oversight The primary duty of a Board of Directors is to oversee the management of a company on behalf of its shareholders We believe that having the CEO serve as Chair creates a conflict of interest that can result in excessive management influence on the Board

An independent Board Chair has been found in studies to improve the financial performance of public companies A 2007 Booz amp Co study found that in 2006 all of the underperforming North American companies with long-tenured CEOs lacked an independent Board Chair (The Era of the Inclusive Leade1~ Booz Allen Hamilton Summer 2007) A more recent study found that worldwide companies are now routinely separating the jobs of Chair and CEO in 2009 fewer than 12 percent of incoming CEOs were also made Chair compared with 48 percent in 2002 (CEO Succession 20002009 A Decade of Convergence and Compression Booz amp Co Summer 201 0)

We believe that independent Board leadership would be particularly constructive at DST given the other governance structures that limit Board accountability The Board is classified so only one-third of directors are up for election each year As well directors need to obtain support from only a plurality rather than a majority of shares voted in order to be elected

We urge shareholders to vote for this proposal

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

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2012 10-K

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Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

~~ THE BANK OF NEW YORK MELLON

November 19 2013

Mr Randall D Young Vice President General Counsel and Secretary DST Systems Inc 333 West 11th Street Kansas City Missouri 64105

Dear Mr Young

Please be advised that The Bank of New York MellonMellon Trust of New England National Association (Depository Trust Company Participant ID 954) received 7300 shares of DST Systems Inc (cusip 2333261 07) from the prior custodian State Street on October 1 2013 for our client and beneficial owner State of Connecticut acting through its Treasurer and have been continuously held through November 18 2013

Please feel free to contact me if you have any questions Thank you

Sincerely

J4d_f11 Jennifer L May J Vice President BNY Mellon

Phone (412) 234-3902 Email JenniferLMaybnymelloncom

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

WEOLOGtsncsmiddot OfJIJ(ImJ m About UPS Silo Guido Investors Careers pressroom UPS Globnl

i

UpS Mobllo UPS Bloo

I

ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

Preted Aftnlnst Frnd

Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

STATE STREET For Everything Yo11 n v(sl Jn~

November 19 2013

Mr RandaiiO Young Vice President General Counsel amp Secretary DST Systems Inc 333 West 11111 Street Kansas City Missouri 64105

Re Shareholder Proposal Record Letter for DST Systems Inc (233326107)

Dear Mr Young

Luum A Clillalrun ASjiSIIIIII Vice Prcsidcu ~lll l l ))l rtbullcbulll finlfll ial ~culmiddotr iVltIlm middot d l ~llay~l k IJo~lon Vt l)2 I I I

lhtll Iii 17j liGbullI-~1 11 i lux (- 1 7)7l~~middotci74

Ftnail lactll laha nslltltsltCIcom

State Street Bank and Trust Company is the former custodian for 7300 shares of DST Systems Inc common stock held for the middotstate of Connecticut Reirement Plans and Trust Funds (CRPTF) The Trust Fund was beneficial owner of at least Wo or $2000 hi market value of the Companys common stock continuously from September-30 2012 until September 30 2013 These shares owned by the Trust were transferred to new custodian Bank of New York Mellon on October 1 2013

As former custodian for the CRPTF State Street held these shares in the Depository Trust Company in the participant code 0997 The shares were transferred to Bank of New York Mellon DTC participant code 0954 on October 1 2013

If there are any questions concerning this malter please do not hesitate to contact me directly

Laura A Callahan Assistant Vice President State Street Bank and Trust Company

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

WEOLOGtsncsmiddot OfJIJ(ImJ m About UPS Silo Guido Investors Careers pressroom UPS Globnl

i

UpS Mobllo UPS Bloo

I

ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

Preted Aftnlnst Frnd

Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

- - - - - - - - - - - - - - - - - - - - - - - - - - - -Pages 59 through 60 redacted for the following reasons

FISMA amp OMB Memorandum M-07-16

2012 10-K

WEOLOGtsncsmiddot OfJIJ(ImJ m About UPS Silo Guido Investors Careers pressroom UPS Globnl

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UpS Mobllo UPS Bloo

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ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

Preted Aftnlnst Frnd

Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

2012 10-K

WEOLOGtsncsmiddot OfJIJ(ImJ m About UPS Silo Guido Investors Careers pressroom UPS Globnl

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UpS Mobllo UPS Bloo

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ServCQ Terms and Conditions Wgbsie Terms of Use prvncv Notice rJ Your catifomla Privacy Rights g Copyright 0 1994middot2013 United PatCQI ServiCQ or America Inc AU rlgllts reserved

Preted Aftnlnst Frnd

Page 2 of2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

EXHIBITB

(see attached)

i shy

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

bull

DST

BY FEDERAL EXPRESS

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office 55 Elm Street Hartford Connecticut 061 06~ 1773

December 2 2013

RE Notice of Deficiency

Dear Mr Byrd

DST Systems Inc 333 West 11 111 Street Kansas City MO 64105 8164351000 www dstsystemscom

I am writing to aclmowledge receipt of the shareholder proposal (the Proposal) middot submitted by the Connecticut State Treasurer on behalf of the Connecticut Retirement Plans and Trust Foods (the Proponent) to DST Systems Inc pursuant to Rule 14a-8 under the SecuritiesExchange Act of 1934 as amended for inclusion in DST Systems proxy materials for the 2014 Annual Meeting of Stockholders (the Annual Meeting)

Under the proxy rules of the Securities and Exchange Commission (the SEC) in order to be eligible to submit a proposal for the Annual Meeting a proponent must have continuously held at least $2000 in market value ofDST Systems common stock for at least one year preceding and including November 20 2013 the date that the proposal was submitted For your reference a copy of Rule 14a-8 is attached to 1his letter as Exhibit A

Our records indicate that the Proponent is not a registered holder of DST Systems common Stock Please provide a written statement from the record holder of the Proponen~ shares (usually a bank or broker) and a participant in the Depository middotTrust Company (DTC) verifying that at the time the Proponent sQbmitted the Proposal the Proponent had beneficially held the requisite number of shares ofDST Systems common stock continuously for at least one year

In order to determine if the bank or broker holding the Proponents shares is a DTC participant you can check the DTCs participant list which is cutTently available on theIntetnet at httpwwwdtcccomdownloadsmembershipdirectoriesdtc alpha pdf If the bank or broker holding the Proponents shares is not a DTC participant you also

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

Francis H Byrd Assistant Treasurer for Policy State of Connecticut Treasurers Office December 2 2013 Page2

will need to obtain proof of ownership flom the DTC participant through which the s~ares are held You should be able to find out who this DTC participant is by asking the Proponents broker or bank If the DTC participant knows the Proponents broker or banks holdings but does not know the Proponents holdings the Proponent can satisfy Rule 14a-8 by obtaining and submitting two proof of ownership statements verifying that at themiddottime the Proposal was submitted the required amount of shares were continuously

held for at least one year- one from the Proponents broker or bank confirniing the Proponents own~rship and the other fimiddotom the DTC participant confirming the broker or banks ownership For additional information regarding the acceptable methods of proving the Proponents ownership of the minimum number of shares ofDST Systems common sto~k please see Rule 14a-8(b (2) in Exhibit A

The SEC rules require that the documentation be postmarked or traiJsmitted electroni~y to us no later than 14 calendar days from tlJe date you receive this letter Once we receive tbis documentation we will be in a position to detennine whether the Proposal is eligible for inclusion in the proxy materials for the Annual Meeting DST Systems reserves the right to seek relief from the SEC as appropriate

Enclosure

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

~XHIBITA [AITACHED]

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

sect 24014a-8 Shareholder proposals bull

This section addresses when a company inust include a shitreholders proposal In its proxy statement and Identify the proposal In its form of proxy when the company holds an annual or special meeting of shareholders In summary In ordermiddotto have your shareholder

middotproposal included on a companys proxy c~rd and Included along with any supporting statement In Its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company Is permitted to exclude your proposal but only after submiUing Its reasons to the Commission We structured this section In a qu~stlon-andanswer format so that it Is easier to understand The references to jou are to a shareholder seeking to submit the proposal

(a) Question 1 What is a proposal A shareholder proposal Is your recbmmendatlon or requirement that the company andor its board of directors take action which you Intend to present at a meetlng of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide lnmiddotthe form of proxy means for shareholders to specify by boxes a chofce between approval or disapproval or abstention Unless otherwise Indicated the word proposal as used In this section refers both to your proposal and to your corresponding statement In support of your proposal (If any)

(b) Question 2Who Is eligible to submit a proposal and how do I demonstrate to the company that I am eligible (1) In-order to be middot elfgible to submit a proposal you must have continuously held at least $2000 ln market value or 1 of the companys securHes

entUed to be voted on the proposal at the meeting for at least one year by the date you submit the proposal You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securiUes which means that your name appears In the companys records as a shareholder the company can verify your eligibility on Its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of sharehofders However ff like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the tbne you submit your proposal you must prove your elfglbfiity to the company In one of two ways

(I) The first way is to submit to the comp~ny a written statement from the bullrecordbull holder of your securities middot(usuaUy a broker or bank) verlfylng that at the time you submitted your proposal you continuously held the securities fbr at feast one year You must also include your own written statementthat you Intend to continue to hold the securities through the date of tlle meeting of shareholders or middot middot middot

(ii) The second way to prove ownership appOes only if you have filed a Schedule 130 (sect24013d-101) Schedule 13G (sect24013d-102)middotForm 3 (sect249103 ofthls chapter) Form 4 (sect249104 ofthfs chapter) andor Form 5 (sect249105 of this chapter) or amendments to ~ose documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period b~Jns If y6u have filed one of these documents-with th~ SeC you may demonstrate your efigiblllty by submltUng to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change In your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement andmiddot middot

(C) Your written statement that you Intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Questfon 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meetfng bull

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statemen~ may not exceed 500words middot middot

(e) Question 5 What is the deadline for submitting a proposal (1) If you are submitting your proposal for the companys annual meeting you can In most cases find the deadline fn last years proxy statement However If the company did not hold an annual meeting last year or has changed the date of Its meeting for this year more than 30 days from last years meetfng you can usually find the deadline In one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or In shareholder reports of Investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by meanslncludlng electro11lc means that permit them to prove the date of deriVery

(2) The deadline Is calculated in the following manner If the proposal is submitted for a regularly scheduled annual meeUng The proposal must be received at the comJanys principal executive offices ncgtt less than 120 calendar days be~re the date of the companys proxy statement released to shareholders ln connection with the previous years annual meeting However If the company did not hold an annual meeting the previous year or If the date of this yea_rs annual meeting has been changed by more

1

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

than 30 days from the date of the previous years meeting then the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(3) If you are submUing your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline Is a reasonable time before the company begins to print and send Its proxy materials

(t) Quesllon 6 What if I fall to follow one of the elfgibifity or procedural requirements explained In answers to Questions 1 through 4 of this section 1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct lt Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or efigfbHfty deficiencies as well as of the time frame_ for your response Your response must be postmarked or transmHted eectronfcally no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency If the deficiency cannot be remedied such as If you fail to submH a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014amp-8 and provide you with a copy under Question 10 below sect24014a-8Q) middot

(2) If you fail fn your promise to hold the required number of securities through the date of the meeting of shareholders then the company wiD be permitted to exclude an of your proposals from Its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or lts staff that my proposal can be excluded Except as otherwise noted the burden Is on the company to demonstrate that It Is entitled to exclude a proposal

I

(h) Questfon 8 Must I apPear personally at the shareholders meeting to present the proposal (1) Bther you or your representaHve who Is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meetfl1g yourself or send a qualified representative to the meeting In your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

2) If the company holds Its shareholder meeting In whole or In part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media_ rather than traveling to the meeting to appear In person

(3) If you or your quaiiRedmiddot representative fall to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from Its proxy materials for any meetings held In the folowJng two calendar years

I) Question 9 lf-1 have complied with the procedural requirements on what other bases may a company rely to exclude my proposal (1) Improper under state law If the proposal Is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organizaUon

Note to paragraph (1)(1) Depending on the subject matter some proposals are not consl~ered proper under state law If they would be binding on the company If approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of dfractors take specified action are proper under state law Accordingly we wiiJ assume that a proposal drafted as a recommendation or suggestion Is proper unless the company demonstrates otherwise

(2) Violation of lew If the proposal would If Implemented cause the company to violate any state federal or forelgl) law to which It Is subject middot

Note to paragraph (1)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law If compliance with the foreign law would result In a vlolaUon of any state or federal law

(

(3) Violation of proxy rules If the proposal or supporting statement Is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance agalnst the company or any other person or if It Is designed to result In a benefit to you or to further a personal interest which Is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companYs total assets at the end of Its niost recent fiscal year and for less than 6 percent of Its net earnings and gross sales for its most recent fiscal year and Is not otherwise significantly related to the companys business

(6) Absence of powerauthority If the company would lack the power or authontY to Implement the proposal

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(H) Would remove a director from office before his or her tenn expired

(110 Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to Include a specific Individual In the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Confllcls with companys pfQposal If the proposal dlrecUy conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting middot

Note to paragraph (i)(9) A companys submission to the Commission under this section should specifythe points of conmct wfth the companys proposal

(1 0) Substantially Implemented If the company has already substanUally Implemented the proposal

Note to paragraph (ij(1 0) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation s-K (sect229402 of this chapter) or any successor to Item 402 (a bullsay-on-pay votej or that relates to the frequency of say-on-pay votes provfded that In the most recent shareholder vote required by sect240148-21 (b) of this chapter a single year (e one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent wHh the choice of the majority of votes cast In the most recent shareholder vote required by sect24014amp-21 (b) of this chapter middot middot

(11) Duplication If the proposal substantially duplicates another proposal previously submHted to the company by another proponent that will be Included In the companys proxy materials for the same meeting

(12) Resubmlsslons If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously Included In the companys proxy materials within the preceding 5 calendar years a company may exclude It from its proxy materials for any meeting hel~ within 3 calendar years of the last time rt was Included If the proposal received

(I) less than 3 of the vote If proposed once within the preceding 5 calendar years

(iO less than 6 of the vote on Its last submission to shareholders If proposed twice previously within the preceding 5 calendar years or

(110 Less than 10 of the vote on Its last submission to shareholders If proposed three times or more previously within the preceding 5 calendar years and middot middot middot middot

(13) Specific amount of dividends If the proposal relates t~ specific amounts of cash or stock dividends middot

0) Questfon 10 What procedures must the company follow If it Intends to exclude my proposal (1) If the company Intends to exclude a proposal from its proxy materials it must file Its reasons with the Commission no later than 80 calendar days before It files Its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of Its submission The Commission staff ~ay permit the company to make Its submission later than 80 days before the company mes Its defmitfve proxy statement and form of proxy If the company demonstrates good cause for missing the deadlfne

(2) The company must file six paper copies of the following

(Q The proposal

(iQ An explanaUon of why the company believes that It may exclude the proposal which should If posslblerefer to the most recent applicable authorfty such as prior Division letters Issued under the rule and

3

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

(iiQ A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments middot

Yes you may submit a response but it Is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes Its submission Th1s way the Commission staff wiD have time to consider fully your submission before it Issues Its response You should submit six paper copies of your response

middot (I) Question 12 lfthe company Includes my shareholder proposal In Its proxy materials What infonnation about me must It Include along With the proposal Itself middot

(1) The companys proxy statement must Include your name and address as well as the number of the companys voting securities that you hold However Instead of providing that friformatJon the company may Instead Include a statement that It will provide the information to shareholders promptly upon re~ivlng an oral or written request

(2) The company is not responslbfe for the conten~ of your proposal or supporting statement

(m) Question 13 What can I do If the company Includes fn Its proxy statement reasons why it believes shareholders should not vote In favor of my proposal and I disag~e with some of Its statements middot

(1) The company may elect to Include In its proxy statement reasons why It believes shareholders should vole against your proiJosal The compa~Jy is allowed to make arguments reflecting Its own point of view just as you may express your own point of view In your proposals supportlpg statement middot middot

(2) However If you believe that the companys opposHion to your proposal contains materially false or misleading statements that may violate our anti-fraud nile sect240148-9 you should promptly send to the Commrsslon staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposal To the extent possible your letter should Include specific factual Information demonstrating the Inaccuracy of the companys claims nme permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of Its statements opposing your proposal before It sends its proxy materials so that you may bring to our attention any materially false or Jllsleadlng statements under the following tlmeframes

(i) If our no-action response requires that you make revisions to your proposal or supportf~g statement as a condltion to requiring the company to Include It In lts proxy materialsmiddot then the company must provide you with a copy of Its opposHion statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(10 In all other cases the company must provide you with a copy of Its opposition statements no later than 30 calendar days before its files definitive copies of Its proxy statement and form of proxy under sect240148-6

4

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

From Byrd Francis [mailtoFrancisByrdctgov] Sent Wednesday December 11 2013 0200 PM To Young Randall Subject RE Voicemail

Randall

We appreciate your e- mail and your letter of December 2nd however neither your letter nor eshymail response identify or characterize the defect in CRPTFs resolution submission The letters of ownership from State Street and Bank ofNew York Mellon both of which are DTC participants are clear on the point that the CRPTF has been a holder of DST shares continuously for over a year and the Treasurer clearly states that CRPTF intends to hold the requisite number of DST shares through the companys annual meeting The Treasurer believes that the proposal submission to DST Systems meets the rigorous standards set by the SEC under Rule 14a-8

We would like an opportunity to discuss the specifics of CRPTFs proposal with you and Lowell Bryan Chair of the Governance Committee

I look forward to hearing back from you

Sincerely

Francis H Byrd Assistant Treasurer Policy Office of the Treasurer State of Connecticut

55 Elm Street th Floor Hartford Connecticut 061 06-1773 (0) 860-702-3292 (C) 860-897-3204 Francis bvrdctgov

From Young Randall [mailtoRDYounqdstsystemscom] Sent Monday December 09 2013 322PM To Byrd Francis Subject Voicemail

Francis

Thanks for your voicemail message Apologies for not getting back to you sooner I was out of

the office on vacation last week and have been tied up most of the day We received the letter from Denise l Nappier State Treasurer together with the proposal and letters from The Bank

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2

of New York Mellon and State Street Bank and Trust Company I believe my letter to you dated December 2 2013 speaks for itself

Sincerely

Randall D Young Sr Vice President General Counsel amp Secretary I DST Systems Inc I 333 West 11th Street sth Floor I Kansas City MO 64105 p 81643586511 f 8164358630 I e rdyoungdstsystemscom I w dstsystemscom

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

Please consider the environment before printing this email and any attachments

This e-mail and any attachments are intended only for the individual or company to which it is addressed and may contain information which is privileged confidential and prohibited from disclosure or unauthorized use under applicable law If you are not the intended recipient of this e-mail you are hereby notified that any use dissemination or copying of this e-mail or the information contained in this e-mail is strictly prohibited by the sender If you have received this transmission in error please return the material received to the sender and delete all copies from your system

2